Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 31, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | ENDEAVOR GROUP HOLDINGS, INC. | ||
Entity Central Index Key | 0001766363 | ||
Current Fiscal Year End Date | --12-31 | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Securities Act File Number | 001-40373 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Shell Company | false | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Address, State or Province | CA | ||
Entity Incorporation, State or Country Code | DE | ||
Title of 12(b) Security | Class A Common Stock, par value $0.00001 per share | ||
Trading Symbol | EDR | ||
Security Exchange Name | NYSE | ||
Entity Voluntary Filers | No | ||
ICFR Auditor Attestation Flag | false | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Address, Address Line One | 9601 Wilshire Boulevard | ||
Entity Address, Address Line Two | 3rd Floor | ||
Entity Address, City or Town | Beverly Hills | ||
Entity Address, Postal Zip Code | 90210 | ||
Entity Tax Identification Number | 83-3340169 | ||
City Area Code | 310 | ||
Local Phone Number | 285-9000 | ||
Entity Public Float | $ 4,045,925,115 | ||
Auditor Firm ID | 34 | ||
Auditor Name | Deloitte & Touche LLP | ||
Auditor Location | New York, NY | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Certain portions of the registrant's Definitive Proxy Statement for the registrant's 2023 annual meeting of stockholders to be filed with the Securities and Exchange Commission no later than 120 days after the end of the fiscal year ended December 31, 2022 are incorporated herein by reference in Part III of this Annual Report on Form 10-K. | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 291,486,011 | ||
Common Class X [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 181,933,019 | ||
Common Class Y [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 227,711,355 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 767,828 | $ 1,560,995 |
Restricted cash | 278,165 | 232,041 |
Accounts receivable | 917,000 | 615,010 |
Deferred costs | 268,524 | 255,371 |
Assets held for sale | 12,013 | 885,633 |
Other current assets | 293,206 | 204,697 |
Total current assets | 2,536,736 | 3,753,747 |
Property and equipment, net | 696,302 | 629,807 |
Operating lease right-of-use assets | 346,550 | 373,652 |
Intangible assets, net | 2,205,583 | 1,611,684 |
Goodwill | 5,284,697 | 4,506,554 |
Investments | 336,973 | 298,212 |
Deferred income taxes | 771,382 | 36,371 |
Other assets | 325,619 | 224,490 |
Total assets | 12,503,842 | 11,434,517 |
Current Liabilities: | ||
Accounts payable | 600,605 | 558,863 |
Accrued liabilities | 525,239 | 524,061 |
Current portion of long-term debt | 88,309 | 82,022 |
Current portion of operating lease liabilities | 65,381 | 59,743 |
Deferred revenue | 716,147 | 651,760 |
Deposits received on behalf of clients | 258,414 | 216,632 |
Liabilities held for sale | 2,672 | 507,303 |
Other current liabilities | 157,773 | 105,053 |
Total current liabilities | 2,414,540 | 2,705,437 |
Long-term debt | 5,080,237 | 5,631,714 |
Long-term operating lease liabilities | 327,888 | 363,568 |
Long-term tax receivable agreement liability | 961,623 | 92,588 |
Other long-term liabilities | 412,982 | 309,884 |
Total liabilities | 9,197,270 | 9,103,191 |
Commitments and contingencies (Note 20) | ||
Redeemable non-controlling interests | 253,079 | 209,863 |
Shareholders' Equity: | ||
Additional paid-in capital | 2,120,794 | 1,624,201 |
Accumulated deficit | (216,219) | (296,625) |
Accumulated other comprehensive loss | (23,736) | (80,535) |
Total Endeavor Group Holdings, Inc. shareholders' equity | 1,880,844 | 1,247,046 |
Nonredeemable non-controlling interests | 1,172,649 | 874,417 |
Total shareholders' equity | 3,053,493 | 2,121,463 |
Total liabilities, redeemable interests and shareholders' equity | 12,503,842 | 11,434,517 |
Common Class A [Member] | ||
Shareholders' Equity: | ||
Common stock value | 2 | 2 |
Common Class B [Member] | ||
Shareholders' Equity: | ||
Common stock value | 0 | 0 |
Common Class C [Member] | ||
Shareholders' Equity: | ||
Common stock value | 0 | 0 |
Common Class X [Member] | ||
Shareholders' Equity: | ||
Common stock value | 1 | 1 |
Common Class Y [Member] | ||
Shareholders' Equity: | ||
Common stock value | $ 2 | $ 2 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Net of allowance for doubtful accounts | $ 54,766 | $ 57,102 |
Common Class A [Member] | ||
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 5,000,000,000 | 5,000,000,000 |
Common stock, shares issued | 290,541,729 | 265,553,327 |
Common Stock, shares outstanding | 290,541,729 | 265,553,327 |
Common Class B [Member] | ||
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 5,000,000,000 | 5,000,000,000 |
Common stock, shares issued | 0 | 0 |
Common Stock, shares outstanding | 0 | 0 |
Common Class C [Member] | ||
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 5,000,000,000 | 5,000,000,000 |
Common stock, shares issued | 0 | 0 |
Common Stock, shares outstanding | 0 | 0 |
Common Class X [Member] | ||
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 4,987,036,068 | 5,000,000,000 |
Common stock, shares issued | 182,077,479 | 186,222,061 |
Common Stock, shares outstanding | 182,077,479 | 186,222,061 |
Common Class Y [Member] | ||
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 997,261,325 | 1,000,000,000 |
Common stock, shares issued | 227,836,134 | 238,154,296 |
Common Stock, shares outstanding | 227,836,134 | 238,154,296 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Revenue | $ 5,268,137 | $ 5,077,713 | $ 3,478,743 | |
Operating expenses: | ||||
Direct operating costs | 2,065,777 | 2,597,178 | 1,745,275 | |
Selling, general and administrative expenses | 2,358,962 | 2,283,558 | 1,442,316 | |
Insurance recoveries | (1,099) | (68,190) | (86,990) | |
Depreciation and amortization | 266,775 | 282,883 | 310,883 | |
Impairment charges | 689 | 4,524 | 220,477 | |
Total operating expenses | 4,691,104 | 5,099,953 | 3,631,961 | |
Operating income (loss) | 577,033 | (22,240) | (153,218) | |
Other (expense) income: | ||||
Interest expense, net | (282,255) | (268,677) | (284,586) | |
Loss on extinguishment of debt | 0 | (28,628) | 0 | |
Tax receivable agreement liability adjustment | (873,264) | (101,736) | 0 | |
Other income,net | 475,251 | 4,258 | 81,087 | |
Loss before income taxes and equity losses of affiliates | (103,235) | (417,023) | (356,717) | |
(Benefit from) provision for income taxes | (648,503) | (22,277) | 8,507 | |
Income (loss) before equity losses of affiliates | 545,268 | (394,746) | (365,224) | |
Equity losses of affiliates, net of tax | (223,604) | (72,733) | (260,094) | |
Net Loss | 321,664 | (467,479) | (625,318) | |
Less: Net income (loss) attributable to non-controlling interests | 192,531 | (139,168) | 29,616 | |
Less: Net loss attributable to Endeavor Operating Company, LLC prior to the reorganization transactions | 0 | (31,686) | (654,934) | |
Net income (loss) attributable to Endeavor Group Holdings, Inc. | $ 129,133 | $ (296,625) | $ 0 | |
Basic | [1] | $ 0.48 | $ (1.14) | |
Diluted | [1] | $ 0.45 | $ (1.14) | |
Weighted Average Number of Shares Outstanding, Diluted | 281,369,848 | 262,119,930 | ||
Weighted Average Number of Shares Outstanding, Diluted | 287,707,832 | 262,119,930 | ||
[1] Basic and diluted loss per share of Class A common stock presented for 2021 is applicable only for the period from May 1, 2021 through December 31, 2021, which is the period following the initial public offering (“IPO”) and the related Reorganization Transactions (as defined in Note 1 to the consolidated financial statements). See Note 13 for the calculation of the numbers of shares used in computation of net loss per share of Class A common stock and the basis for computation of net loss per share. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 321,664 | $ (467,479) | $ (625,318) |
Change in unrealized gains/losses on cash flow hedges: | |||
Unrealized gains (losses) on forward foreign exchange contracts | 1,093 | (185) | 387 |
Reclassification of (gains) losses to net income (loss) for forward foreign exchange contracts | (842) | (708) | 59 |
Unrealized gains (losses) on interest rate swaps | 98,553 | 26,739 | (90,110) |
Reclassification of losses to net income (loss) for interest rate swaps | 7,730 | 30,314 | 22,432 |
Foreign currency translation adjustments | 1,507 | (909) | (2,381) |
Reclassification of foreign currency translation (gain) loss to net income (loss) for business divestiture | (127) | 0 | 4,231 |
Total comprehensive income (loss), net of tax | 429,578 | (412,228) | (690,700) |
Less: Comprehensive income (loss) attributable to non-controlling interests | 239,729 | (125,478) | 29,616 |
Less: Net loss attributable to Endeavor Operating Company, LLC prior to the reorganization transactions | 0 | (12,021) | (720,316) |
Comprehensive income (loss) attributable to Endeavor Group Holdings, Inc. | $ 189,849 | $ (274,729) | $ 0 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Interests And Members' Equity - USD ($) $ in Thousands | Total | Prior To The Reorganization And Initial Public Offering [Member] | Subsequent To Reorganization And Initial Public Offering [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | Members' Capital [Member] | Members' Capital [Member] Prior To The Reorganization And Initial Public Offering [Member] | Members' Capital [Member] Subsequent To Reorganization And Initial Public Offering [Member] | Members' Capital [Member] Cumulative Effect, Period of Adoption, Adjustment [Member] | Accumulated Other Comprehensive Loss Income [Member] | Accumulated Other Comprehensive Loss Income [Member] Prior To The Reorganization And Initial Public Offering [Member] | Accumulated Other Comprehensive Loss Income [Member] Subsequent To Reorganization And Initial Public Offering [Member] | Parent [Member] | Parent [Member] Prior To The Reorganization And Initial Public Offering [Member] | Parent [Member] Subsequent To Reorganization And Initial Public Offering [Member] | Parent [Member] Cumulative Effect, Period of Adoption, Adjustment [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] Subsequent To Reorganization And Initial Public Offering [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member] Subsequent To Reorganization And Initial Public Offering [Member] | Redeemable Equity [Member] Parent [Member] | Redeemable Equity [Member] Parent [Member] Subsequent To Reorganization And Initial Public Offering [Member] | Redeemable Stock [Member] | Redeemable Stock [Member] Noncontrolling Interest [Member] | Redeemable Stock [Member] Noncontrolling Interest [Member] Prior To The Reorganization And Initial Public Offering [Member] | Redeemable Stock [Member] Noncontrolling Interest [Member] Subsequent To Reorganization And Initial Public Offering [Member] | Nonredeemable Non-controlling Interests [Member] Noncontrolling Interest [Member] | Nonredeemable Non-controlling Interests [Member] Noncontrolling Interest [Member] Prior To The Reorganization And Initial Public Offering [Member] | Nonredeemable Non-controlling Interests [Member] Noncontrolling Interest [Member] Subsequent To Reorganization And Initial Public Offering [Member] | Common Class A [Member] | Common Class A [Member] Subsequent To Reorganization And Initial Public Offering [Member] | Class X Common Stock [Member] | Class X Common Stock [Member] Subsequent To Reorganization And Initial Public Offering [Member] | Class Y Common Stock [Member] | Class Y Common Stock [Member] Subsequent To Reorganization And Initial Public Offering [Member] |
Beginning balance at Dec. 31, 2019 | $ 1,687,583 | $ 1,038,678 | $ (125,404) | $ 913,274 | $ 43,693 | $ 774,309 | ||||||||||||||||||||||||||||
Beginning Balance (shares) at Dec. 31, 2019 | 136,809 | |||||||||||||||||||||||||||||||||
Comprehensive income | (667,561) | (654,934) | (65,382) | (720,316) | $ (23,139) | 52,755 | ||||||||||||||||||||||||||||
Equity-based compensation expense | 79,351 | 51,624 | 51,624 | 27,727 | ||||||||||||||||||||||||||||||
Contribution | 47,656 | 47,656 | 47,656 | |||||||||||||||||||||||||||||||
Distributions | (187,643) | (14,018) | (14,018) | (173,625) | ||||||||||||||||||||||||||||||
Accretion of redeemable non-controlling interests | 10,620 | 10,620 | 10,620 | (10,620) | ||||||||||||||||||||||||||||||
Redemption of units | (13,861) | (13,861) | (13,861) | |||||||||||||||||||||||||||||||
Establishment and Acquisition of Noncontrolling Interests | 3,635 | (3,075) | (3,075) | 65,204 | 6,710 | |||||||||||||||||||||||||||||
Business deconsolidation | (1,747) | (1,747) | ||||||||||||||||||||||||||||||||
Promissory note extinguishment | 17,698 | 17,698 | 17,698 | |||||||||||||||||||||||||||||||
Put Right Exercises Modifications And Cancellations | 8,262 | 8,262 | 8,262 | (39,388) | ||||||||||||||||||||||||||||||
Reclassification to redeemable equity | (18,214) | (18,214) | (18,214) | 18,214 | ||||||||||||||||||||||||||||||
Ending balance (Accounting Standards Update 2016-13 [Member]) at Dec. 31, 2020 | 1,803 | $ (1,803) | $ (1,803) | $ (1,803) | ||||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2020 | 963,976 | $ 468,633 | (190,786) | 277,847 | $ 22,519 | $ 22,519 | $ 168,254 | 686,129 | ||||||||||||||||||||||||||
Ending Balance (shares) at Dec. 31, 2020 | 168,254 | |||||||||||||||||||||||||||||||||
Comprehensive (loss) income | $ 30,838 | $ (432,747) | $ (31,686) | $ 19,665 | $ 21,896 | $ (12,021) | $ (274,729) | $ (296,625) | $ (4,111) | $ (6,208) | $ 42,859 | $ (158,018) | ||||||||||||||||||||||
Equity-based compensation expense | 11,080 | 564,822 | 3,444 | 3,444 | 278,211 | $ 278,211 | 7,636 | 286,611 | ||||||||||||||||||||||||||
Contribution | 150 | 5,400 | 150 | |||||||||||||||||||||||||||||||
Distributions | (8,648) | (528) | (245) | (245) | (8,403) | (528) | ||||||||||||||||||||||||||||
Accretion of redeemable non-controlling interests subsequent to Reorganization and IPO | 271 | (36,513) | 271 | 271 | (36,513) | (36,513) | (271) | 36,513 | ||||||||||||||||||||||||||
Establishment of non-controlling interests | $ (2,888) | (2,121) | $ 560 | $ 560 | $ 2,888 | 2,121 | $ (3,448) | (2,121) | ||||||||||||||||||||||||||
Use of Proceeds Including the UFC Buyout Shares | 42,400,877 | 67,910,105 | 70,946,270 | |||||||||||||||||||||||||||||||
Use of Proceeds Including the UFC Buyout | (835,683) | (11,955) | (715,297) | (703,342) | (120,386) | |||||||||||||||||||||||||||||
Reclassification to redeemable equity | 452 | $ (452) | 452 | |||||||||||||||||||||||||||||||
Effect of Reorganization | 16,790 | $ (440,977) | $ 80,645 | (118,311) | 242,017 | $ (22,519) | $ 5,729 | 135,101 | $ 1 | $ 1 | $ 2 | |||||||||||||||||||||||
Effect of Reorganization shares | 133,712,566 | 122,021,609 | 167,208,026 | |||||||||||||||||||||||||||||||
Issuance of Class A common stock sold in IPO and Private Placement, net of underwriting discounts shares | 81,873,497 | |||||||||||||||||||||||||||||||||
Issuance of Class A common stock due to exchanges | 1,886,643 | 1,886,643 | 1,886,642 | $ 1 | ||||||||||||||||||||||||||||||
Issuance of Class A common stock due to exchanges | 3,709,429 | (3,709,653) | ||||||||||||||||||||||||||||||||
Issuance of Class A common stock due to releases of RSUs | 3,837,861 | |||||||||||||||||||||||||||||||||
Exericse of stock options , shares | 19,097 | |||||||||||||||||||||||||||||||||
Exericse of stock options | 458 | 458 | $ 458 | |||||||||||||||||||||||||||||||
Establishment of tax receivable agreements liability | 21,365 | $ (32,081) | (32,081) | (32,081) | ||||||||||||||||||||||||||||||
Non-controlling interests for sale of businesses | (2,808) | (2,808) | ||||||||||||||||||||||||||||||||
Equity reallocation between controlling and non-controlling interests | $ (11,191) | $ (11,191) | $ 11,191 | |||||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2021 | 2,121,463 | |||||||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2021 | 2,121,463 | (80,535) | 1,247,046 | 1,624,201 | $ (296,625) | 209,863 | 874,417 | $ 2 | $ 1 | $ 2 | ||||||||||||||||||||||||
Ending Balance (shares) at Dec. 31, 2021 | 265,553,327 | 186,222,061 | 238,154,296 | |||||||||||||||||||||||||||||||
Comprehensive (loss) income | 425,295 | 60,716 | 189,849 | 129,133 | 4,283 | 235,446 | ||||||||||||||||||||||||||||
Equity-based compensation expense | 205,537 | 180,869 | 180,869 | (3,760) | 24,668 | |||||||||||||||||||||||||||||
Distributions | (36,386) | (36,386) | ||||||||||||||||||||||||||||||||
Accretion of redeemable non-controlling interests subsequent to Reorganization and IPO | (83,224) | (83,224) | (34,497) | (48,727) | 83,225 | |||||||||||||||||||||||||||||
Issuance of Class A common stock due to an acquisition | 70,254 | 70,254 | 70,254 | |||||||||||||||||||||||||||||||
Issuance of Class A common stock due to an acquisition shares | 3,266,646 | |||||||||||||||||||||||||||||||||
Establishment and Acquisition of Noncontrolling Interests | 346,495 | 211,405 | 211,405 | (40,532) | 135,090 | |||||||||||||||||||||||||||||
Establishment and acquisition of non-controlling interests shares | 6,186,832 | 8,697,379 | ||||||||||||||||||||||||||||||||
Issuance of Class A common stock due to exchanges | 12,741,935 | (12,841,961) | (10,318,162) | |||||||||||||||||||||||||||||||
Issuance of Class A common stock due to releases of RSUs | 2,792,989 | |||||||||||||||||||||||||||||||||
Establishment of tax receivable agreements liability | 136,310 | |||||||||||||||||||||||||||||||||
Non-controlling interests for sale of businesses | 3,240 | 3,240 | ||||||||||||||||||||||||||||||||
Equity reallocation between controlling and non-controlling interests | (3,917) | 63,826 | 67,743 | (63,826) | ||||||||||||||||||||||||||||||
Tax receivable agreements in connection with exchanges | 819 | 819 | 819 | |||||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2022 | 3,053,493 | |||||||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2022 | $ 3,053,493 | $ (23,736) | $ 1,880,844 | $ 2,120,794 | $ (216,219) | $ 253,079 | $ 1,172,649 | $ 2 | $ 1 | $ 2 | ||||||||||||||||||||||||
Ending Balance (shares) at Dec. 31, 2022 | 290,541,729 | 182,077,479 | 227,836,134 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income (loss) | $ 321,664 | $ (467,479) | $ (625,318) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 266,775 | 282,883 | 310,883 |
Amortization and write-off of original issue discount and deferred financing cost | 22,356 | 38,979 | 22,732 |
Loss on extinguishment of debt | 0 | (28,628) | 0 |
Amortization of content costs | 23,202 | 584,871 | 38,283 |
Impairment charges | 689 | 4,524 | 220,477 |
Gain on sale/disposal and impairment of assets | (832) | (7,662) | (12,471) |
Gain on business divestitures | (508,439) | 0 | (30,999) |
Equity-based compensation expense | 210,163 | 532,467 | 91,271 |
Change in fair value of contingent liabilities | 2,373 | 16,204 | (3,671) |
Change in fair value of equity investments with and without readily determinable fair value | (12,240) | (14,108) | 316 |
Change in fair value of financial instruments | 6,250 | 36,144 | (3,486) |
Equity losses from affiliates | 223,604 | 72,733 | 260,094 |
Net (benefit) provision for allowance for doubtful accounts | (422) | (7,814) | 38,542 |
Net loss on foreign currency transactions | 20,189 | 4,953 | 9,047 |
Distributions from affiliates | 7,433 | 5,786 | 9,405 |
Tax receivable agreement liability adjustment | 873,264 | 101,736 | 0 |
Income taxes | (708,598) | (73,755) | (13,401) |
Other, net | (189) | (1,343) | 2,225 |
Changes in operating assets and liabilities - net of acquisitions: | |||
(Increase)/decrease in receivables | (278,199) | (351,585) | 313,989 |
Increase/decrease in other current assets | (79,563) | (90,196) | 59,041 |
Increase in other assets | (45,130) | (800,944) | (268,918) |
(Increase)/decrease in deferred costs | (20,116) | (18,108) | 80,984 |
Increase/(decrease) in deferred revenue | 55,097 | 115,177 | (43,252) |
Increase/(decrease) in accounts payable and accrued liabilities | 55,003 | 215,794 | (87,489) |
Increase/(decrease) in other liabilities | 68,600 | 125,714 | (207,066) |
Net cash provided by operating activities | 502,934 | 333,599 | 161,218 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Acquisitions, net of cash acquired | (1,434,515) | (436,372) | (317,929) |
Purchases of property and equipment | (147,964) | (99,802) | (71,651) |
Proceeds from business divestitures, net of cash sold | 924,751 | 0 | 0 |
Proceeds from sale of assets | 4,037 | 21,993 | 113,026 |
Investments in affiliates | (52,273) | (154,104) | (37,644) |
Other, net | 1,429 | 9,205 | (1,594) |
Net cash used in investing activities | (704,535) | (659,080) | (315,792) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from borrowings | 15,648 | 1,052,703 | 1,218,270 |
Payments on borrowings | (593,712) | (1,087,393) | (568,733) |
Contributions | 0 | 5,550 | 0 |
Distributions | (36,386) | (9,175) | (123,173) |
Redemption payments related to pre-IPO units | (9,412) | (40,320) | (53,856) |
Exercise of stock options | 0 | 458 | 0 |
Proceeds from equity offering, net of underwriting discounts and offerring expenses | 0 | 1,886,643 | 0 |
Acquisition of non-controlling interests | 92,487 | (835,683) | 0 |
Payments of contingent and deferred consideration related to acquisitions | (18,107) | (2,219) | (2,320) |
Other, net | (427) | (10,389) | (16,199) |
Net cash (used in) provided by financing activities | (549,909) | 960,175 | 453,989 |
Change in cash, cash equivalents and restricted cash balances held for sale | 24,599 | (28,736) | 0 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (20,132) | (3,255) | 4,845 |
(Decrease) increase in cash, cash equivalents and restricted cash | (747,043) | 602,703 | 304,260 |
Cash, cash equivalents and restricted cash at beginning of year | 1,793,036 | 1,190,333 | 886,073 |
Cash, cash equivalents and restricted cash at end of year | $ 1,045,993 | $ 1,793,036 | $ 1,190,333 |
DESCRIPTION OF BUSINESS AND ORG
DESCRIPTION OF BUSINESS AND ORGANIZATION | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS AND ORGANIZATION | 1. DESCRIPTION OF BUSINESS AND ORGANIZATION Endeavor Group Holdings, Inc. (the “Company” or “EGH”) was incorporated as a Delaware corporation in January 2019. The Company was formed as a holding company for the purpose of completing an initial public offering (“IPO”) and other related transactions in order to carry on the business of Endeavor Operating Company, LLC (d.b.a. Endeavor) and its subsidiaries (collectively, “Endeavor” or “EOC”). As the sole managing member of Endeavor Manager, LLC (“Endeavor Manager”), which in turn is the sole managing member of EOC, the Company operates and controls all the business and affairs of Endeavor, and through Endeavor and its subsidiaries, conducts the Company’s business. The Company is a global sports and entertainment company. Prior to the IPO, Endeavor was owned by WME Holdco, LLC (which is referred to as “Holdco” herein and is principally owned by executive employees of the Company), affiliates of Silver Lake (which are collectively referred to as “Silver Lake” herein), and other investors and executive employees of the Company. Initial Public Offering On May 3, 2021, the Company closed an IPO of 24,495,000 shares of Class A common stock at a public offering price of $ 24.00 per share, which included 3,195,000 shares of Class A common stock issued pursuant to the underwriters’ option to purchase additional shares of Class A common stock. This option to purchase additional shares of Class A common stock closed on May 12, 2021. Reorganization Transactions Prior to the closing of the IPO, a series of reorganization transactions was completed. Subsequent to the closing of the IPO, several new and current investors purchased in the aggregate 75,584,747 shares of Class A common stock at a price per share of $ 24.00 . Then, through a series of transactions, EOC acquired the equity interests of the minority unitholders of Zuffa, which owns and operates the Ultimate Fighting Championship. This resulted in EOC directly or indirectly owning 100 % of the equity interests of Zuffa. See Note 11 for additional information regarding the Reorganization Transactions. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for reporting financial information. Principles of Consolidation The consolidated financial statements include the accounts of all wholly-owned subsidiaries and other subsidiaries in which a controlling voting interest is maintained, which is typically present when the Company owns a majority of the voting interest in an entity and the non-controlling interests do not hold any substantive participating rights. In addition, the Company evaluates its relationships with other entities to identify whether they are variable interest entities as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, Consolidation (“ASC 810”), and to assess whether it is the primary beneficiary of such entities. If the determination is made that the Company is the primary beneficiary, then that entity is consolidated. All intercompany transactions and balances have been eliminated. Non-controlling interest in subsidiaries are reported as a component of equity or temporary equity in the consolidated balance sheets with disclosure of the net income (loss) and comprehensive income (loss) attributable to the Company and the non-controlling interests on the consolidated statements of operations and the consolidated statements of comprehensive income (loss). The equity method of accounting is used for investments in affiliates and joint ventures where the Company has significant influence over operating and financial policies but not control. Investments in which the Company does not have significant influence over operating and financial policies are accounted for either at fair value if the fair value is readily determinable or at cost, less impairment, adjusted for subsequent observable price changes if the fair value is not readily determinable. Reclassification Certain reclassifications have been made to the prior periods’ consolidated financial statements in order to conform to the current period presentation. These reclassifications did not impact any prior amounts of net income (loss) or cash flows. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and the accompanying disclosures. Significant accounting policies that contain subjective management estimates and assumptions include those related to revenue recognition, allowance for doubtful accounts, content cost amortization and impairment, the fair value of acquired assets and liabilities associated with acquisitions, the fair value of the Company’s reporting units and the assessment of goodwill, other intangible assets and long-lived assets for impairment, consolidation, investments, redeemable non-controlling interests, the fair value of equity-based compensation, tax receivable agreement liability, income taxes and contingencies. Management evaluates these estimates using historical experience and other factors, including the general economic environment and actions it may take in the future. The Company adjusts such estimates when facts and circumstances dictate. However, these estimates may involve significant uncertainties and judgments and cannot be determined with precision. In addition, these estimates are based on management’s best judgment at a point in time and as such, these estimates may ultimately differ from actual results. Changes in estimates resulting from weakness in the economic environment or other factors beyond the Company’s control could be material and would be reflected in the Company’s consolidated financial statements in future periods. Revenue Recognition The Company’s Owned Sports Properties segment primarily generates revenue via media rights fees, sponsorships, ticket sales, subscriptions, license fees and pay-per-view. The Company’s Events, Experiences & Rights segment primarily generates revenue from media rights sales, production service and studio fees, sponsorships, ticket sales, subscriptions, streaming fees, tuition, profit sharing and commissions. The Company’s Representation segment primarily generates revenue through commissions, packaging fees, marketing and consulting fees, production fees and content licensing fees. In accordance with FASB ASC Topic 606, Revenue from Contracts with Customers ("ASC 606"), revenue is recognized when control of the promised goods or services is transferred to the Company’s customers either at a point in time or over time, in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. For contracts which have more than one performance obligation, the total transaction price, which includes the estimated amount of variable consideration, is allocated based on observable prices or, if standalone selling prices are not readily observable, based on management’s estimate of each performance obligation’s standalone selling price. The variable consideration contained in the Company’s contracts includes sales or usage-based royalties earned on licensing the Company’s intellectual property and commissions earned on sales or usage-based royalties related to representing its clients, which are recognized in accordance with the sales or usage-based royalty exception under ASC 606. The variability related to these royalties will be resolved in the periods when the licensee generates sales or usage related to the intellectual property license. For the Company’s contracts that do not include licensing of intellectual property, the Company either estimates the variable consideration, subject to the constraint, or is using the variable consideration allocation exception if applicable. The following are the Company’s primary sources of revenue. Representation The Company earns commissions on its clients’ earnings from their engagements. As part of the client representation business, the Company represents, supports and advocates for its clients in the sourcing, negotiating, and execution of income generating engagements. The Company’s clients include actors, writers, directors, producers, athletes, models, photographers, musicians and other creative professionals. The Company’s promise, as well as its performance obligation, under the Company’s representation arrangements is to achieve a successful engagement for its clients, which is fulfilled when its clients perform in accordance with the terms of their respective engagements. Accordingly, the Company recognizes commission revenue when a client achieves a successful engagement, as this is when a client also obtains control of the representation service. The Company’s clients may receive a fixed fee for their services or receive a combination of a fixed fee and the potential to earn a back-end profit participation. Such back-end profit participation is generally based on the net profitability from the sales or usage of the intellectual property (e.g., an episodic television series or feature film) in which clients have played a role. The commission the Company receives is calculated based upon the fixed commission rate agreed-upon with the client applied to the client’s earnings successfully achieved for each respective engagement. With respect to arrangements involving a client’s back-end profit participation, the client’s back-end profit participation and, in turn, the Company’s commission is directly tied to the sales or usage of the intellectual property involving its client. Commission revenue from a client’s back-end participation is recognized during the period the profit participation is generated in accordance with the sales and usage-based royalty exception for licenses of intellectual property under ASC 606. The Company earns packaging revenue by playing an integral role in arranging the key creative elements and sale of a program that will be exhibited on broadcast, cable, streaming, video-on-demand or similar platforms. In a package, the Company receives payment directly from the studio for representing the project, and the Company foregoes rights to commission from its represented clients on such project. The Company’s fee in a package typically involves (i) a percentage commission on the initial network license fees for each of the episodes produced in a show that is licensed and broadcast and (ii) a profit participation right equal to a percentage of a contractually defined profitability measure. The commission on the initial network license fee is often subject to a fixed dollar cap per episode. The back-end profit participation is a form of contingent compensation payable out of profits (if any) generated by the packaged program. The Company’s promise, as well as its performance obligation, under packaging arrangements is the successful execution of the project, which is fulfilled when the studio transfers control of each episode of a packaged program to the network. Accordingly, the Company recognizes its commission on the initial network license fee when its customer achieves a successful execution of the project as this is the point in time the Company’s customer obtains control of its service. Commission revenue from participation in back-end profits is directly tied to the sales or usage of the intellectual property licensed by the Company’s customer. Such back-end profit participation is recognized in the period the profit participation is generated in accordance with the sales and usage-based royalty exception for licenses of intellectual property (based on either statements received or management’s estimate if statements are received on a lag). Content Development Revenue from production services and studio fees for the production and licensing of original content, including television properties, documentaries and films, is recognized when the content becomes available for exploitation and has been accepted by the customer. Revenue from production services of live entertainment and sporting events is recognized at the time of the event on a per event basis. Revenue from production services of editorial video content is recognized when the content is delivered to and accepted by the customer and the license period begins. Revenue for license fees that include a royalty is recognized in the period the royalty is generated in accordance with the sales and usage-based royalty exception for licenses of functional intellectual property. Customers for the Company’s production services include broadcast networks, sports federations, independent content producers, and over-the-top streaming service providers among others. Revenue from concept development and advisory services to independent production companies is recognized over the period the services are performed. Content Distribution and Sales The Company is an independent global distributor of sports programming and possesses relationships with a wide variety of broadcasters and media partners around the world. The Company sells media rights globally on behalf of its clients as well as its owned assets, including Ultimate Fighting Championship (“UFC”) and Professional Bull Riders (“PBR”). For sales of media and broadcast rights for live entertainment and sporting event programming on behalf of clients, the Company has both arrangements in which it is acting as a principal (full rights buy-out model) as well as an agent (commission model). • Full rights buy-out model: For media rights sales in which the Company is acting as a principal, the Company generally will enter into an agreement with the underlying media rights owner to license the media rights prior to negotiating license arrangements with customers, primarily broadcasters and other media distributors. Upon licensing the media rights from the rights owner, the Company obtains control of the rights and has the ability to obtain substantially all the remaining economic benefits of the rights. The Company is also obligated to pay the media rights owner the licensee fee regardless of the Company’s ability to monetize the rights. The Company has discretion in negotiating licensee fees with customers and it retains customer credit risk. The Company recognizes the customer license fees as revenue and the consideration paid to the rights holders for the acquisition of the rights as a direct operating cost. The satisfaction of the performance obligation depends on the number and timing of events delivered and is satisfied when the events take place. • Commission model: For media rights sales in which the Company does not obtain control of the underlying rights, the Company earns a commission equal to a stated percentage of the license fees for the rights distributed. As the Company does not obtain control of the underlying media rights, the Company recognizes the sales commission as revenue. The Company’s performance obligation generally includes distributing the live video feed and revenue is typically recognized on an event basis For owned assets, the Company enters into media rights agreements with broadcasters and other distributors for the airing of certain programming rights the Company produces. The Company’s media rights agreements are generally for multiple years, include a specified amount of programming (both number of events and duration) and contain fixed annual rights fees. The programming under these arrangements can include several performance obligations for each contract year such as media rights for live event programming, episodic programming, taped programming archives and sponsorship rights at the underlying events. The Company allocates the transaction price across performance obligations based on management’s estimate of the standalone selling price of each performance obligation. License fees from media rights are recognized when the event or program has been delivered and is available for exploitation. The transaction price for live entertainment and sporting event programming rights is generally based on a fixed license fee. Revenue from pay-per-view programming from owned live sporting events is recorded when the event is aired and is based upon an initial estimate from certain pay-per-view distributors of the number of buys achieved. Pay-per-view programming is distributed through cable, satellite and digital providers to residential and commercial establishments. Commission revenue from distribution and sales arrangements for television properties, documentaries and films of independent production companies is recognized when the underlying content becomes available for view or telecast and has been accepted by the customer. Events The Company earns fees from events that it controls in addition to providing event related services to events controlled by third parties. The Company generates revenue primarily through ticket sales and participation entry fees, hospitality and sponsorship sales, and management fees each of which may represent a distinct performance obligation or may be bundled into an experience package. The Company allocates the transaction price to all performance obligations contained within an arrangement based upon their relative stand-alone selling price. For controlled events (owned or licensed), revenue is generally recognized for each performance obligation over the course of the event, multiple events, or contract term in accordance with the pattern of delivery for the particular revenue source. Advance ticket sales, participation entry fees and hospitality sales are recorded as deferred revenue pending the event date. Sponsorship income is recognized over the term of the associated event, or events, to which the sponsorship is associated. Revenue from merchandise sales and concessions is recognized when the products are delivered which is generally at point of sale during the event. Where third party vendors provide merchandise sales and concessions for owned events and the Company receives a profit participation on such sales, the Company recognizes the profit participation as revenue. The Company’s bundled experience packages may include individual tickets, experiential hospitality, hotel accommodations and transportation. For these experience packages, the Company recognizes revenue at the event date when all of the package components have been delivered to the customer. The Company defers the revenue and cost of revenue on experience packages until the date of the event. For services related to third-party controlled events, the Company’s customer is the third-party event owner. The Company earns fixed and/or variable commission revenue for ticket sales, collection of participation entry fees, hospitality sales or sponsorship sales on behalf of an event owner. For these arrangements, the Company recognizes as revenue the stated percentage of commissions due from the event owner (i.e. not the gross ticket sales/earnings from the event itself) as sales are completed, as the Company is acting as an agent of the event owner. The Company also provides event management services to assist third party event owners with producing certain live events, including managing hospitality and sponsorships. The Company earns fixed fees and/or variable profit participation commissions for event management services, and generally recognizes such revenue under the series guidance over the course of the event, multiple events, or contract term in accordance with the pattern of delivery for the service. For event management services, the Company may process payments to third party vendors on behalf of the event owner. The Company accounts for the pass-through of such third-party vendor payments either on a gross or net basis depending on whether the Company obtains control of the third-party vendor’s services. Marketing The Company provides marketing and consultancy services to brands with expertise in brand strategy, activation, sponsorships, endorsements, creative development and design, digital and original content, public relations, live events, branded impact and B2B services. Marketing revenue is either recognized over time, based on the number of labor hours incurred, costs incurred or time elapsed based on the Company’s historical practice of transferring similar services to customers, or at a point in time for live event activation engagements. Consulting fees are typically recognized over time, based on the number of labor hours incurred. Licensing Licensing revenue is generated from royalties or commissions from sales of licensed merchandise by the licensee. The nature of the licensing arrangements is typically for logos, trade names, trademarks and related forms of symbolic intellectual property to include in merchandise sales. Certain of the licensing agreements contain minimum guaranteed fees that are recoupable during the term of the agreement, and variable royalties after the minimum is recouped. The Company recognizes revenue for the fixed consideration over time based on the terms of the arrangement. Variable revenue is recognized during the period the royalty or commission is generated, following the royalty exception for licenses of symbolic intellectual property, based on either statements received or management’s best estimates if statements are received on a lag. Endeavor Streaming Through Endeavor Streaming, the Company offers digital streaming video solutions. The Company’s digital streaming video solutions represent a single performance obligation recognized over time under the series guidance. Revenue is generally recognized upon delivery of the offering to the consumer or over the course of an over-the-top distribution platform subscription agreement term. Revenues from subscription services based on usage, such as data volume, are generally recognized as services are utilized by the customer. Performance The Company owns performance facilities used to train and educate athletes. Revenue derived from performance operations is primarily related to membership fees and tuition-based fees (including room and board), which are generally received in advance of the academic year and recorded as deferred revenue. Revenue is recognized ratably over the period of the athletes' membership or attendance at a facility, as the services provided are substantially the same throughout the service period. The Company also provides recruiting and admissions services to high school students and colleges for which the Company earns membership fees. Such fees are either paid upon enrollment or received in monthly installments typically over a 12-month period. Revenue is recognized as services are performed during the term of the contract, which generally ends when a student graduates from high school. Principal versus Agent The Company enters into many arrangements that requires the Company to determine whether it is acting as a principal or an agent. This determination involves judgment and requires evaluation as to whether the Company controls the goods or services before they are transferred to the customer. As part of this analysis, the Company considers if it is primarily responsible for fulfillment and acceptability of the goods or services, if it has the inventory risk before or after the transfer to the customer, and if the Company has discretion in establishing prices. Direct Operating Costs Direct operating costs primarily include third-party expenses associated with the production of events and experiences, content production costs, operations of the Company’s training and education facilities and fees for media rights, including required payments related to media sales agency contracts when minimum sales guarantees are not met. Selling, General, and Administrative Selling, general and administrative expenses primarily include personnel costs as well as rent, professional service costs and other overhead required to support the Company’s operations and corporate structure. Insurance Recoveries The Company maintains events cancellation insurance coverage. Upon the cancellation of an event, the associated deferred event costs are recognized in direct operating costs. An insurance recovery is accrued when it is deemed probable an associated insurance claim will cover such costs, under a loss recovery model. The portion of an insurance claim in excess of costs incurred is recognized upon approval of the claim or upon settlement, under a gain contingency model. Cash and Cash Equivalents Cash and cash equivalents include demand deposit accounts and highly liquid money market accounts with original maturities of three months or less at the time of purchase. Restricted Cash Restricted cash primarily includes cash held in trust on behalf of clients, which has a corresponding liability called deposits received on behalf of clients in the consolidated balance sheets. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Cash and cash equivalents are maintained with various major banks and other high-quality financial institutions. The Company periodically evaluates the relative credit standings of these banks and financial institutions. The Company’s accounts receivable are typically unsecured and concentrations of credit risk with respect to accounts receivable are limited due to the large number of individuals and entities comprising the Company’s client base. As of December 31, 2022 and 2021, no single customer accounted for 10% or more of the Company’s accounts receivable. For the years ended December 31, 2022, 2021 and 2020, there was one customer w ho accounted for more than 10% of the Company’s revenue. Accounts Receivable Accounts receivable are recorded at net realizable value. Accounts receivable are presented net of an allowance for doubtful accounts, which is an estimate of expected losses. In determining the amount of the reserve, the Company makes judgments about the creditworthiness of significant customers based on known delinquent activity or disputes and ongoing credit evaluations in addition to evaluating the historical loss rate on the pool of receivables. Accounts receivable includes unbilled receivables, which are established when revenue is recognized, but due to contractual restraints over the timing of invoicing, the Company does not have the right to invoice the customer by the balance sheet date. Deferred Costs Deferred costs principally relate to payments made to third-party vendors in advance of events taking place, including ticket inventory, upfront contractual payments and prepayments on media and licensing rights fees and advancements for content production or overhead costs. These costs are recognized when the event takes place or over the respective period of the media and licensing rights. Property and Equipment Property and equipment are stated at historical cost less ac cumulated depreciation. Depreciation is charged against income over the estimated useful lives of the assets using the straight-line method. The estimated useful lives of property and equipment are as follows: Buildings 35 - 40 years Leasehold improvements Lesser of useful life or lease term Furniture, fixtures, office and other equipment 2 - 28.5 years Production equipment 3 - 7 years Computer hardware and software 2 - 5 years Costs of normal repairs and maintenance are charged to expense as incurred. Leases The Company determines whether a contract contains a lease at contract inception. The right-of-use asset and lease liability are measured at the present value of the future minimum lease payments, with the right-of-use asset being subject to adjustments such as initial direct costs, prepaid lease payments and lease incentives. Due to the rate implicit in each lease not being readily determinable, the Company uses its incremental collateralized borrowing rate to determine the present value of the lease payments. The lease term includes periods covered by options to extend when it is reasonably certain the Company will exercise such options as well as periods subsequent to an option to terminate the lease if it is reasonably certain the Company will not exercise the termination option. Operating lease costs are recognized on a straight-line basis over the lease term. Variable lease costs are recognized as incurred. Business Combinations The Company accounts for acquisitions in which it obtains control of one or more businesses as a business combination. The purchase price of the acquired businesses, including management’s estimation of the fair value of any contingent consideration, is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the purchase price over those fair values is recognized as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments, in the period in which they are determined, to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recognized in the consolidated statements of operations. Goodwill Goodwill is tested annually as of October 1 for impairment and at any time upon the occurrence of certain events or substantive changes in circumstances that indicate the carrying amount of goodwill may not be recoverable. The Company has the option to perform a qualitative assessment to determine if an impairment is “more likely than not” to have occurred. If the Company can support the conclusion that the fair value of a reporting unit is greater than its carrying amount under the qualitative assessment, the Company would not need to perform the quantitative impairment test for that reporting unit. If the Company cannot support such a conclusion or the Company does not elect to perform the qualitative assessment, then the Company must perform the quantitative impairment test. When the Company performs a quantitative test, it records the amount of goodwill impairment, if any, as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. Charges resulting from an impairment test are recorded in impairment charges in the consolidated statements of operations. Intangible Assets Intangible assets consist primarily of trade names and customer and client relationships. Intangible assets with finite lives are recorded at their estimated fair value at the date of acquisition and are amortized over their estimated useful lives using the straight-line method. The estimated useful lives of finite-lived intangible assets are as follows: Trade names 2 - 20 years Customers and client relationships 2 - 22 years Internally developed technology 2 - 15 years Other 2 - 12 years For intangible assets that are amortized, the Company evaluates assets for recoverability when there is an indication of potential impairment or when the useful lives are no longer appropriate. If the undiscounted cash flows from a group of assets being evaluated is less than the carrying value of that group of assets, the fair value of the asset group is determined and the carrying value of the asset group is written down to fair value and an impairment loss is recognized for the difference between the fair value and carrying value, which is recorded in impairment charges in the consolidated statements of operations. Identifiable indefinite-lived intangible assets are tested annually for impairment as of October 1 and at any time upon the occurrence of certain events or substantive changes in circumstances that indicate the carrying amount of an indefinite-lived intangible may not be recoverable. The Company has the option to perform a qualitative assessment to determine if an impairment is “more likely than not” to have occurred. In the qualitative assessment, the Company must evaluate the totality of qualitative factors, including any recent fair value measurements, that impact whether an indefinite-lived intangible asset has a carrying amount that “more likely than not” exceeds its fair value. The Company must then conduct a quantitative analysis if the Company (1) determines that such an impairment is “more likely than not” to exist, or (2) forgoes the qualitative assessment entirely. The impairment test for identifiable indefinite-lived intangible assets consists of a comparison of the estimated fair value of the intangible asset with its carrying value. If the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess and is recorded in impairment charges in the consolidated statements of operations. Investments For equity method investments, the Company periodically reviews the carrying value of its investments to determine if there has been an other-than-temporary decline in fair value below carrying value. For equity investments without readily determinable fair value, the Company performs a qualitative assessment at each reporting period. A variety of factors are considered when determining if an impairment exists, including, among others, the financial condition and business prospects of the investee, as well as the Company’s investment intent. Content Costs The Company incurs costs to produce and distribute film and television content, which are monetized on a title-by-title basis. These costs include development costs, direct costs of production as well as allocations of overhead and capitalized interest, where applicable. The Company capitalizes these costs and includes them in other assets in the consolidated balance sheet. Content costs are amortized over the estimated period of ultimate revenue subject to an individual-film-forecast model. The Company’s estimates of ultimate revenue are based on industry and Company specific trends as well as the historical performance of similar content. These estimates are reviewed at the end of each reporting period and adjustments, if any, will result in changes to amortization rates. Participations and residua |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | 3. RECENT ACCOUNTING PRONOUNCEMENTS Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This ASU addresses issues identified as a result of the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity. The amendments in this update were effective for public entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company adopted this guidance on January 1, 2022 with no material effect on the Company’s financial position or results of operations. In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. This ASU requires disclosure for transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy to other guidance. The requirements do not apply to transactions with a government that are accounted for in accordance with other Codification Topics. The annual disclosures include terms and conditions, accounting treatment and impacted financial statement lines reflecting the impact of the transactions. The guidance is effective for public entities for fiscal years beginning after December 15, 2021, with early adoption permitted. The Company adopted this guidance on January 1, 2022 with no material effect on the Company’s financial position, results of operations, and financial statement disclosures. Recently Issued Accounting Pronouncements In March 2022, the FASB issued ASU 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging—Portfolio Layer Method. This ASU clarifies the guidance in ASC 815 on fair value hedge accounting of interest rate risk for portfolios of financial assets, expanding the scope of this guidance to allow entities to apply the portfolio layer method to portfolios of all financial assets, including both prepayable and nonprepayable financial assets. The amendments in this update are effective for public entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption will not have a material effect on the Company’s financial position or results of operations. In March 2022, the FASB issued ASU 2022-02, Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. This ASU eliminates the accounting guidance on troubled debt restructurings (TDRs) for creditors in ASC 310-40 and amends the guidance on "vintage disclosures" to require disclosure of current-period gross write-offs by year of origination. The ASU also updates the requirements related to accounting for credit losses under ASC 326 and adds enhanced disclosures for creditors with respect to loan refinancings and restructurings for borrowers experiencing financial difficulty. For entities that have already adopted ASU 2016-13, which the Company has, the amendments in this update are effective for public entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption will not have a material effect on the Company’s financial position or results of operations. In June 2022, the FASB issued ASU 2022-03, Fair Value Measurements (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. This ASU clarifies the guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of that security. The amendments in this update are effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The adoption will not have a material effect on the Company’s financial position or results of operations. In September 2022, the FASB issued ASU 2022-04, Liabilities–Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. This ASU enhances the transparency of supplier finance programs. The amendments in this update are effective for public entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption will not have a material effect on the Company’s financial position or results of operations. In December 2022, the FASB issued ASU 2022-05, Transition for Sold Contracts. This ASU amends the transition guidance in ASU 2018-12, Targeted Improvements to the Accounting for Long-Duration Contracts, to make targeted improvements to its guidance on long-duration contracts issued by an insurance entity. The amendments in this update are effective for public entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption will not have a material effect on the Company’s financial position or results of operations. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. Adoption of the expedients and exceptions is permitted upon issuance of this update through December 31, 2022. However, in December 2022, the FASB issued ASU 2022-06, Deferral of the Sunset Date of Topic 848, in order to defer the sunset date of ASC 848 until December 31, 2024. The Company is in the process of assessing the impact of this ASU on its consolidated financial statements. |
ACQUISITIONS AND DIVESTITURES
ACQUISITIONS AND DIVESTITURES | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
ACQUISITIONS AND DIVESTITURES | 4. ACQUISITIONS AND DIVESTITURES 2022 ACQUISITIONS Diamond Baseball Holdings, Madrid Open, Barrett-Jackson, and OpenBet In January 2022, the Company acquired four additional Professional Development League clubs (the "PDL Clubs"), which were being operated under the Diamond Baseball Holdings ("DBH") umbrella. DBH supported the PDL Clubs' commercial activities, content strategy and media rights. For these four additional PDL Clubs, the Company paid $ 64.2 million in cash. In April 2022, the Company acquired the Mutua Madrid Open tennis tournament and additional assets ("Madrid Open"), including the Acciona Open de España golf tournament, from Super Slam Ltd and its affiliates . The Company paid $ 386.1 million for consideration and transfer fees at closing, an additional $ 31.8 million of consideration is payable within two years of closing, and $ 0.6 million of contingent consideration is payable within three years of closing. In August 2022, the Company acquired 55 % of Barrett-Jackson Holdings, LLC ("Barrett-Jackson"), which is engaged in the business of collector car auctions and sales as well as other collector car related events and experiences, in exchange for consideration having an aggregate value of $ 256.9 million. The aggregate consideration consisted of $ 244.4 million of cash and 563,935 newly-issued shares of the Company's Class A common stock valued at $ 12.5 million. In September 2022, the Company acquired the OpenBet business ("OpenBet") of Light & Wonder, Inc. (formerly known as Scientific Games Corporation) ("Light & Wonder"). OpenBet consists of companies that provide products and services to sports betting operators for the purposes of sports wagering. The Company paid consideration to Light & Wonder of $ 847.1 million, consisting of $ 800.4 million of cash and 2,305,794 newly-issued shares of the Company's Class A common stock valued at $ 46.7 million. The Company incurred $ 31.6 million in transaction related costs in connection with these acquisitions. The costs were expensed as incurred and included in selling, general and administrative expenses in the consolidated statement of operations. The goodwill for the PDL Clubs was assigned to the Owned Sports Properties segment and the goodwill for the Madrid Open, Barrett-Jackson, and OpenBet acquisitions was assigned to the Events, Experiences & Rights segment. The goodwill is partially deductible for tax purposes. The weighted average life of finite-lived intangible assets acquired for these four PDL Clubs is 18.7 years and the intangibles acquired for Madrid Open are indefinite-lived. The intangibles acquired for Barrett-Jackson and OpenBet include both finite-lived intangibles, which have a weighted average life of 6.2 and 11.6 years, respectively, and indefinite-lived intangibles. The results of these four PDL Clubs, the Madrid Open, Barrett-Jackson, and OpenBet have been included in the consolidated financial statements since the dates of acquisition and for the PDL Clubs through the date of disposition (see 2022 Divestitures below). For the year ended December 31, 2022, the consolidated revenue and net income attributable to these acquisitions and included in the consolidated statement of operations from the acquisition dates were $ 149.8 million and $ 32.0 million, respectively. Preliminary Allocation of Purchase Price The acquisitions were accounted for as business combinations and the preliminary fair values of the assets acquired and liabilities assumed in the business combinations are as follows (in thousands): DBH Madrid Open Barrett-Jackson OpenBet Cash and cash equivalents $ — $ 18,659 $ 10,783 $ 49,795 Accounts receivable 89 2,123 1,706 49,838 Deferred costs — 1,124 — — Other current assets 491 470 1,386 13,443 Property and equipment 4,403 162 4,290 5,103 Right of use assets 7,270 — 6,828 8,401 Investments — — — 1,100 Other assets 103 381 — 6,033 Intangible assets: Trade names — — 120,900 67,000 Customer relationships 1,960 — 12,500 134,000 Internally developed software — — 1,300 139,000 Owned Events — 407,070 — — Other 35,410 — — 14,300 Goodwill 25,585 14,419 330,880 477,282 Accounts payable and accrued expenses ( 93 ) ( 1,609 ) ( 7,009 ) ( 13,784 ) Other current liabilities ( 56 ) — — ( 14,315 ) Operating lease liability ( 9,470 ) — ( 4,458 ) ( 8,401 ) Deferred revenue ( 1,455 ) ( 20,780 ) ( 667 ) ( 5,983 ) Debt — — ( 11,439 ) — Other liabilities — ( 3,508 ) — ( 75,726 ) Redeemable non-controlling interests — — ( 210,150 ) — Net assets acquired $ 64,237 $ 418,511 $ 256,850 $ 847,086 Except for DBH, the estimated fair values of assets acquired and liabilities assumed are preliminary and subject to change as we finalize purchase price allocations, which is expected within one year of the respective acquisitions. Other 2022 Acquisitions In May 2022, the Company completed an acquisition for a total purchase price of $ 15.6 million in return for a 73.5 % controlling interest. The Company paid $ 4.6 million in cash and issued 396,917 shares of EGH Class A common stock valued at $ 11.0 million. In September 2022, the Company completed another acquisition for a total purchase price of $ 3.9 million including contingent consideration with a fair value of $ 0.9 million. The Company recorded $ 13.8 million of goodwill and $ 4.2 million of intangible assets, of which the weighted average useful life ranges from 5 to 10 years. The goodwill for both acquisitions was assigned to the Events, Experiences & Rights segment and is partially deductible for tax purposes. 2022 DIVESTITURES Endeavor Content In February 2021, the Company signed a new franchise agreement and side letter (the "Franchise Agreements") directly with the Writer’s Guild of America East and the Writer’s Guild of America West (collectively, the "WGA"). These Franchise Agreements included terms that, among other things, prohibited the Company from (a) negotiating packaging deals after June 30, 2022 and (b) having more than a 20% non-controlling ownership or other financial interest in, or being owned or affiliated with any individual or entity that has more than a 20% non-controlling ownership or other financial interest in, any entity or individual engaged in the production or distribution of works written by WGA members under a WGA collective bargaining agreement. As a result, in the third quarter of 2021, the Company began marketing the restricted Endeavor Content business for sale and such assets and liabilities were reflected as held for sale in the consolidated balance sheet as of December 31, 2021 . The sale of 80% of the restricted Endeavor Content business closed in January 2022. The Company received cash proceeds of $ 666.3 million and divested $ 16.6 million of cash and restricted cash on the date of sale. The retained 20% interest of the restricted Endeavor Content business is reflected as an equity method investment as of December 31, 2022 and was valued at $ 196.3 million at the date of sale. The fair value of the retained 20% interest of the restricted Endeavor Content business was determined using the market approach. The key input assumption was the transaction price paid for the Company's 80% interest in the restricted Endeavor Content business. The Company recorded a net gain of $ 463.6 million, inclusive of a $ 121.1 million gain related to the remeasurement of the retained interest in the restricted Endeavor Content business to fair value and $ 15.0 million of transaction costs, in other income, net during the year ended December 31, 2022. The restricted Endeavor Content business was included in the Company’s Representation segment prior to the sale. The major classes of assets and liabilities held for sale, respectively, in the consolidated balance as of December 31, 2021, were as follows (in thousands): Cash and cash equivalents $ 27,283 Restricted cash 1,452 Accounts receivable 205,760 Other current assets 69,906 Property and equipment 1,879 Operating lease right-of-use assets 18,304 Goodwill 10,812 Investments 25,329 Other assets 524,908 Total assets held for sale $ 885,633 Accounts payable and accrued expenses $ 54,837 Deposits received on behalf of clients 424 Deferred revenue 129,612 Other current liabilities 399 Debt 241,999 Operating lease liabilities 24,224 Other long-term liabilities 55,808 Total liabilities related to assets held for sale $ 507,303 Diamond Baseball Holdings In September 2022, the Company closed the sale of the ten PDL Clubs that operated under the DBH umbrella to Silver Lake, stockholders of the Company, for an aggregate purchase price of $ 280.1 million in cash. The Comp any recorded a net gain of $ 23.3 million in other income, net during the year ended December 31, 2022. The business was included in the Company's Owned Sports Properties segment. 2022 HELD FOR SALE In the third quarter of 2022, the Company began marketing a business for sale and due to the progression of the sale process, determined that it met all of the criteria to be classified as held for sale as of December 31, 2022 . The business is included in the Company's Events, Experiences & Rights reporting segment. The assets and liabilities of this business held for sale are $ 12.0 million and $ 2.7 million, respectively, which are not material to the Company’s overall financial position. 2021 ACQUISITIONS FlightScope, Next College Student Athlete, Mailman and Diamond Baseball Holdings In April 2021, the Company acquired the issued and outstanding equity interests of EDH Tennis Limited, the holding company of FlightScope Services sp. z o.o., comprising the services business of FlightScope (collectively, “FlightScope”). FlightScope is a data collection, audio-visual production and tracking technology specialist for golf and tennis events. In June 2021, the Company acquired the Path-to-College business of Reigning Champs, LLC, whose primary business is Next College Student Athlete (collectively, with the other acquired Path-to-College businesses, “NCSA”). NCSA consists of companies that offer recruiting and admissions services and related software products to high school student athletes, as well as college athletic departments and admissions officers. In July 2021, the Company acquired 100 % of the equity interests of Wishstar Enterprises Limited, the holding company of multiple entities (collectively, "Mailman"). Mailman is a digital sports agency and consultancy serving g lobal sports properties. In December 2021, the Company acquired six PDL Clubs, which such clubs were being operated under the DBH umbrella through the date of disposition (see 2022 Divestitures above). The combined aggregate purchase price for these acquisitions was $ 469.6 million. The Company incurred $ 10.7 million in transaction related costs in connection with these acquisitions. The costs were expensed as incurred and included in selling, general and administrative expenses in the consolidated statement of operations. The goodwill for FlightScope and NCSA was assigned to the Events, Experiences & Rights segment, the goodwill for Mailman was assigned to the Representation and Events, Experiences & Rights segments, and the goodwill for DBH was assigned to the Owned Sports Properties segment. The goodwill is partially deductible for tax purposes. T he weighted average life of finite-lived intangible assets acquired for FlightScope, NCSA, Mailman, and DBH is 4.4 , 5.2 , 7.6 , and 18.2 years, respectively. Allocation of Purchase Price The acquisitions were accounted for as business combinations and the fair values of the assets acquired and liabilities assumed in the business combinations are as follows (in thousands): FlightScope NCSA Mailman DBH Cash and cash equivalents $ 1,042 $ 3,655 $ 16,598 $ 1,133 Accounts receivable 475 5,619 11,292 1,027 Deferred costs 94 1,096 476 — Other current assets 1,640 10,238 1,713 1,565 Property and equipment 1,089 2,804 585 5,425 Right of use assets 1,272 4,951 359 37,087 Investments — — 1,239 — Other assets 1,056 5,472 2,085 942 Intangible assets: Trade names — 21,100 800 — Customer relationships 2,700 10,000 12,400 8,540 Internally developed software 15,400 37,100 — — Other — — — 97,410 Goodwill 33,550 214,106 22,342 66,379 Accounts payable and accrued expenses ( 806 ) ( 20,855 ) ( 16,255 ) ( 2,287 ) Other current liabilities ( 187 ) ( 10,318 ) ( 1,606 ) ( 171 ) Debt — — ( 4,338 ) ( 250 ) Operating lease liability ( 1,272 ) ( 4,951 ) ( 359 ) ( 31,487 ) Deferred revenue ( 631 ) ( 51,617 ) ( 972 ) ( 4,720 ) Other liabilities ( 4,334 ) ( 31,603 ) ( 3,485 ) ( 1,754 ) Net assets acquired $ 51,088 $ 196,797 $ 42,874 $ 178,839 2020 ACQUISITIONS On Location Events, LLC In January 2020, the Company acquired On Location Events, LLC, dba On Location (“OL”) for t otal consideration of $ 441.1 million consisting of cash consideration of $ 366.4 million; rollover equity, representing 13.5 % of the equity interest of OL, valued at $ 65.2 million and a contingent premium payment, as discussed below, valued at $ 9.5 million. The rollover equity is held by 32 Equity, LLC (“32 Equity”), the strategic investment firm affiliated with the National Football League (“NFL”). OL is party to a Commercial License Agreement (“CLA”) with NFL Properties, LLC, an affiliate of the NFL, which provides OL with the right to operate as the official hospitality partner of the NFL. As part of the acquisition, the Company entered into an Amended and Restated Limited Liability Company Agreement ("OL LLC Agreement") of Endeavor OLE Parent, LLC (“OLE Parent”), with 32 Equity. The terms of the agreement provided 32 Equity with certain call rights to acquire additional common units in OLE Parent and liquidity rights. At any time on or prior to April 1, 2022, 32 Equity had the right to purchase that amount of additional common units of OLE Parent from the Company that would have resulted in 32 Equity having an aggregate ownership percentage interest in OLE Parent of 32 %, at a price per unit equal to the original acquisition price of its rollover equity. Between April 1, 2022 and April 1, 2024, 32 Equity had an additional right to purchase that amount of additional common units of OLE Parent from the Company that would have resulted in 32 Equity having an aggregate percentage interest in OLE Parent equal to 44.9 % at a price per unit equal to the greater of the original acquisition price of its rollover equity and an amount based on a 15x EBITDA multiple of OLE Parent. The agreement also provided 32 Equity with certain rights to put its common units in OLE Parent to the Company upon a termination of the CLA or its option on or after January 2, 2025 (the “Lockup Period”). The Company also had certain call rights to require 32 Equity to sell its common units in OLE Parent to the Company upon a termination of the CLA in the event aforementioned put rights were not exercised. The put/call price was an amount equal to fair market value and the exercise of these put/call rights would have given rise to an obligation of the Company to make a premium payment to 32 Equity in certain circumstances. At any time following the Lockup Period, 32 Equity would have been entitled to a $ 41.0 million premium payment from the Company if both (i) 32 Equity or the Company exercised the put/call rights described above or there was a sale or IPO of OLE Parent and (ii) certain performance metrics based on average OL gross profit or NFL related business gross profit were achieved. The $41.0 million premium payment was also payable if, prior to January 2, 2026, a sale or IPO of OLE Parent occurred or if 32 Equity exercised its put rights following a termination of the CLA due to an OL event of default (in which case the $41.0 million premium payment would have been subject to proration). See Note 12 for exercise of the put right. On Location is a premium experiential hospitality business that serves iconic rights holders with extensive experience in ticketing, curated hospitality, live event production and travel management in the worlds of sports and entertainment. Operations include Anthony Travel, CID Entertainment, Future Beat, Kreate Inc., PrimeSport and Steve Furgal’s International Tennis Tours. OL is included in the Events, Experiences & Rights segment. The Company incurred $ 13.7 million of transaction related costs in connection with the acquisition. These costs were expensed as incurred and included in selling, general and administrative expenses in the consolidated statement of operations. The goodwill for the OL acquisition was assigned to the Events, Experiences & Rights segment. Goodwill was primarily attributable to the go-to-market synergies expected to arise as a result of the acquisition and other intangible assets that do not qualify for separate recognition. The goodwill is partially deductible for tax purposes. The weighted average life of finite-lived intangible assets acquired is 10.7 years. Allocation of Purchase Price The acquisition was accounted for as a business combination and the fair values of the assets acquired and the liabilities assumed in the business combination are as follows (in thousands): Cash and cash equivalents $ 45,230 Restricted cash 86 Accounts receivable 10,316 Deferred costs 99,184 Other current assets 53,893 Property and equipment 4,361 Operating lease right-of-use assets 3,509 Other assets 74,193 Intangible assets: Trade names 75,400 Customer and client relationships 198,819 Goodwill 387,542 Accounts payable and accrued expenses ( 55,927 ) Other current liabilities ( 28,224 ) Deferred revenue ( 175,790 ) Debt ( 217,969 ) Operating lease liabilities ( 3,509 ) Other long-term liabilities ( 24,377 ) Non-redeemable non-controlling interest ( 5,635 ) Net assets acquired $ 441,102 Other 2020 Acquisition On March 20, 2020, the Company acquired the remaining 50 % of the membership interests of PIMGSA LLP for a total transaction price of $ 37.0 million, which is to be paid on various dates and amounts. Prior to the acquisition, the Company owned a 50 % membership interest of PIMGSA LLP and was accounted for under the equity method. PIMGSA LLP trades under the name FC Diez Media and provides a complete and global sports media service, sponsorship and digital agency, formed exclusively to serve the South American Football Confederation. The Company recorded $ 8.6 million and $ 46.4 million of goodwill and a finite-lived contract based intangible asset, respectively. The finite-lived intangible asset has a useful life of 2 years . The Company also recognized a gain of $ 27.1 million for the difference between the carrying value and fair value of the previously held membership interest. The gain was included in other income, net in the consolidated statement of operations. 2020 DECONSOLIDATION In 2011, the Company and Asian Tour Limited (“AT”) formed a venture, Asian Tour Media Pte Ltd. LTD (“ATM”), for the commercial exploitation of certain Asian Tour events. As of December 31, 2019, ATM was a consolidated subsidiary of the Company as the Company had control over ATM’s operating decisions. The shareholders’ agreement included a provision whereby, if certain financial conditions were met as of December 31, 2019, a change in the corporate governance structure would be implemented as of January 1, 2020. Such financial conditions were met as of December 31, 2019, resulting in a change in the corporate governance such that the Company no longer maintains control over the operating decisions of ATM. The Company determined that the 50 % ownership interest would be accounted for under the equity method as of January 1, 2020. On January 1, 2020, the Company derecognized all the assets and liabilities of ATM and recognized an $ 8.1 million gain for the difference between the carrying value of the assets and liabilities and fair value of the Company’s 50% ownership interest. The gain was included in other income, net in the consolidated statement of operations. |
SUPPLEMENTARY DATA
SUPPLEMENTARY DATA | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SUPPLEMENTARY DATA | . SUPPLEMENTARY DATA Property and Equipment Property and equipment consisted of the following (in thousands): December 31, 2022 2021 Land $ 125,615 $ 117,713 Buildings and improvements 508,095 484,288 Furniture and fixtures 176,046 163,427 Office, computer, production and other equipment 143,844 104,878 Computer software 187,150 138,081 Construction in progress 67,122 65,364 1,207,872 1,073,751 Less: accumulated depreciation ( 511,570 ) ( 443,944 ) Total property and equipment, net $ 696,302 $ 629,807 Depreciation of property and equipment, including amortization of leasehold improvements, w as $ 97.0 million, $ 91.7 million and $ 85.4 million during th e years ended December 31, 2022, 2021 and 2020, respectively. Accrued Liabilities The following is a summary of accrued liabilities (in thousands): December 31, 2022 2021 Accrued operating expenses $ 254,737 $ 302,024 Payroll, bonuses and benefits 176,315 162,688 Other 94,187 59,349 Total accrued liabilities $ 525,239 $ 524,061 Valuation and Qualifying Accounts The following table sets forth information about the Company's valuation and qualifying accounts (in thousands): Balance at ASU Additions/Charged Balance at Beginning 2016-13 to Costs and Foreign Assets Held End of of Year Adoption Expenses, Net Deductions Exchange for Sale Year Allowance for doubtful accounts Year Ended December 31, 2022 $ 57,102 $ — $ 14,639 $ ( 15,061 ) $ ( 1,914 ) $ — $ 54,766 Year Ended December 31, 2021 $ 67,975 $ — $ 6,384 $ ( 14,198 ) $ ( 603 ) $ ( 2,456 ) $ 57,102 Year Ended December 31, 2020 $ 32,139 $ 1,803 $ 44,547 $ (11,528 ) $ 1,014 $ — $ 67,975 Deferred tax valuation allowance Year Ended December 31, 2022 $ 858,933 $ — $ ( 685,975 ) $ — $ ( 1,282 ) $ — $ 171,676 Year Ended December 31, 2021 $ 115,556 $ — $ 743,506 $ — $ ( 129 ) $ — $ 858,933 Year Ended December 31, 2020 $ 169,010 $ — $ ( 53,819 ) $ — $ 365 $ — $ 115,556 Supplemental Cash Flow The Company’s supplemental cash flow information is as follows (in thousands): Years Ended December 31, 2022 2021 2020 Supplemental information: Cash paid for interest $ 242,972 $ 190,333 $ 241,577 Cash payments for income taxes 44,528 34,306 33,625 Non-cash investing and financing activities: Capital expenditures included in accounts payable and accrued liabilities $ 32,940 $ 10,609 $ 2,173 Contingent consideration in connection with acquisitions 1,500 4,245 9,947 Establishment and acquisition of non-controlling interests 414,985 3,087,301 3,635 Tax receivable agreement liability adjustment, net of deferred tax benefits 819 32,081 — Accretion of redeemable non-controlling interests 83,225 36,243 ( 10,620 ) Investment in affiliates retained from a business divestiture 202,220 — — Deferred consideration in connection with acquisitions 31,770 — — Issuance of Class A common stock in connection with acquisitions 70,254 — — Accrued redemption of units in other current liabilities — — 49,070 Purchase of Class A Common Units — — 47,656 Issuance of promissory note — — 15,885 Promissory note extinguishment — — 17,092 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | 6. GOODWILL AND INTANGIBLE ASSETS Goodwill The changes in the carrying value of goodwill are as follows (in thousands): Owned Sports Properties Events, Experiences & Rights Representation Total Balance — December 31, 2020 $ 2,674,038 $ 1,011,217 $ 495,924 $ 4,181,179 Acquisitions 67,010 258,025 18,839 343,874 Divestiture — ( 432 ) ( 2,046 ) ( 2,478 ) Impairment — ( 1,979 ) ( 2,545 ) ( 4,524 ) Assets held for sale — — ( 10,812 ) ( 10,812 ) Foreign currency translation and other — ( 687 ) 2 ( 685 ) Balance — December 31, 2021 $ 2,741,048 $ 1,266,144 $ 499,362 $ 4,506,554 (1) Acquisitions 25,585 836,371 — 861,956 Divestiture ( 91,964 ) ( 8,390 ) — ( 100,354 ) Impairment — ( 689 ) — ( 689 ) Assets held for sale — ( 3,607 ) — ( 3,607 ) Foreign currency translation and other ( 631 ) 22,574 ( 1,106 ) 20,837 Balance — December 31, 2022 $ 2,674,038 $ 2,112,403 $ 498,256 $ 5,284,697 (1) (1) Net of accumulated impairment losses of $ 192.7 million and $ 192.0 million as of December 31, 2022 and 2021, respectively. Intangible Assets The following table summarizes information relating to the Company’s identifiable intangible assets as of December 31, 2022 (in thousands): Weighted Average Gross Accumulated Carrying Amortized: Trade names 17.1 $ 1,048,530 $ ( 343,895 ) $ 704,635 Customer and client relationships 6.9 1,464,584 ( 1,073,017 ) 391,567 Internally developed technology 6.5 276,094 ( 92,573 ) 183,521 Other 4.2 45,255 ( 44,654 ) 601 2,834,463 ( 1,554,139 ) 1,280,324 Indefinite-lived: Trade names 447,559 — 447,559 Owned events 463,481 — 463,481 Other 14,219 — 14,219 Total intangible assets $ 3,759,722 $ ( 1,554,139 ) $ 2,205,583 The following table summarizes information relating to the Company’s identifiable intangible assets as of December 31, 2021 (in thousands): Weighted Average Gross Accumulated Carrying Amortized: Trade names 17.3 $ 991,021 $ ( 291,326 ) $ 699,695 Customer and client relationships 6.7 1,344,783 ( 1,012,509 ) 332,274 Internally developed technology 3.9 120,175 ( 66,939 ) 53,236 Other 14.3 142,657 ( 44,608 ) 98,049 2,598,636 ( 1,415,382 ) 1,183,254 Indefinite-lived: Trade names 340,029 — 340,029 Owned events 88,401 — 88,401 Total intangible assets $ 3,027,066 $ ( 1,415,382 ) $ 1,611,684 Intangible asset amortization expense was $ 169.8 million, $ 191.2 million and $ 225.5 million for the years ended December 31, 2022, 2021 and 2020, respectively. During the year ended December 31, 2021, the Company reassessed the useful life of one of its indefinite-lived intangible assets it no longer deemed to be indefinite. The useful life was determined based on an assessment of the period of expected benefit to the Company. Estimated annual intangible amortization for the next five years and thereafter is as follows (in thousands): Years Ending December 31, 2023 $ 162,152 2024 146,668 2025 130,117 2026 117,889 2027 113,690 Thereafter 609,808 Total $ 1,280,324 Annual Impairment Assessments During the years ended December 31, 2022, 2021 and 2020, the Company completed its annual impairment review of goodwill and intangibles. For the years ended December 31, 2022 and 2021, the Company did not record an impairment charge for such review. For the year ended December 31, 2020, the Company recorded total non-cash impairment charges of $ 158.5 million for goodwill and $ 62.0 million for intangible assets driven by lower projections due to the impact of the COVID-19 pandemic on the Company’s business. Of these charges, all of the goodwill and $ 55.8 million of the intangible assets were recorded in the Company’s Events, Experiences & Rights segment and $ 6.2 million of the intangible assets was recorded in the Company’s Representation segment. The Company determines the fair value of each reporting unit based on discounted cash flows using an applicable discount rate for each reporting unit. Intangible assets were valued based on a relief from royalty method or an excess earnings method. In connection with certain divestitures, the Company recorded a non-cash impairment charge for goodwill of $ 0.7 million for the year ended December 31, 2022 , which was recorded in the Company's Events, Experiences & Rights segment; and the Company recorded non-cash impairment charges for goodwill of $ 4.5 million for the year ended December 31, 2021, of which $ 2.0 million and $ 2.5 million were recorded in the Company's Events, Experiences & Rights and Representation segments, respectively. |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS | 7. INVESTMENTS The following is a summary of the Company’s investments (in thousands): December 31, 2022 2021 Equity method investments (1) $ 209,523 $ 196,423 Equity investments without readily determinable fair values 127,297 101,124 Equity investments with readily determinable fair values 153 665 Total investments (2) $ 336,973 $ 298,212 (1) The book value of three equity method investments exceeded the Company’s percentage ownership share of their underlying net assets by $ 32.4 million, $ 26.5 million and $ 21.4 million as of December 31, 2022 and none , $ 28.2 million, and none as of December 31, 2021 . The basis differences, primarily resulting from acquisition purchase price step ups on the investments, are accounted for as goodwill, which is not tested for impairment separately. Instead, the investments are tested if there are indicators of an other-than-temporary decline in carrying value. (2) As of December 31, 2021, the Company had $ 25.3 million of investments, which were classified within assets held for sale. Equity Method Investments As of December 31, 2022 and 2021, the Company held various investments in non-marketable equity instruments of private companies. As of December 31, 2022 , the Company’s equity method investments are primarily comprised of the restricted Endeavor Content business (now operating under the name Fifth Season) and Sports News Television Limited. The Company’s ownership of its equity method investments ranges from 6 % to 50 % as of December 31, 2022 and 2021. In January 2022, in connection with the Company's sale of 80 % of the restricted Endeavor Content business, the Company retained 20 % ownership in the restricted Endeavor Content business ("Fifth Season"). The investment is accounted for as an equity method investment. For the period ended December 31, 2022, Fifth Season had a pre-tax loss of $ 48.3 millio n. The Company’s share of the net loss of Fifth Season for the period ended December 31, 2022 was $ 11.2 million and was recognized within equity losses of affiliates in the consolidated statement of operations. As of December 31, 2022 , the Company’s ownership in Learfield IMG College was approximately 42 %. For the years ended December 31, 2022, 2021 and 2020 Learfield IMG College had pre-tax losses of $ 312.5 million, $ 136.2 million, and $ 991.6 million. The Company’s share of the net loss of Learfield IMG College for the years ended December 31, 2022, 2021 and 2020 was $ 129.7 million, $ 76.1 million, and $ 250.7 million, respectively, and was recognized within equity losses of affiliates in the consolidated statements of operations. The Company's share of the results of Learfield IMG College for the year ended December 31, 2022 included a $ 56.1 million charge as a result of its annual goodwill and indefinite lived intangibles asset impairment test, primarily due to continued losses. During the years ended December 31, 2022, 2021 and 2020, other-than-temporary impairment charges were $ 84.6 million, no ne, and $ 15.3 million, respectively, for its equity method investments, which were recognized within equity losses of affiliates in the consolidated statements of operations. Summarized Financial Information The following is a summary of financial data for investments in affiliates accounted for under the equity method of accounting (in thousands): 2022 2021 Current assets $ 999,053 $ 507,617 Non-current assets 2,126,558 1,487,113 Current liabilities 2,023,091 496,360 Non-current liabilities 527,097 1,115,953 Years Ended December 31, 2022 2021 2020 Revenue $ 1,826,585 $ 1,221,173 $ 903,926 (Loss) income from operations ( 211,924 ) 31,540 17,484 Net Loss ( 359,665 ) ( 153,324 ) ( 1,004,615 ) Equity Investments without Readily Determinable Fair Values As of December 31, 2022 and 2021, the Company holds various investments in non-marketable equity instruments of private companies. In 2022, 2021 and 2020, the Company invested $ 29.4 million, $ 28.7 million and $ 13.4 million, respectively, in investments without readily determinable fair value. For the years ended December 31, 2022, 2021 and 2020 , the Company performed its assessment on its investments without readily determinable fair values and recorded a net increase (decrease) of $ 13.1 million, $ 14.1 million and $( 2.5 ) million, respectively, in other income, net in the consolidated statements of operations. The net increase (decrease) for each year was due to observable price changes as well as uncertainty in the investments’ ability to continue as a going concern. For the years ended December 31, 2022 and 2021 t he Company recorded gains on disposals/sales of $ 3.3 million, and $ 3.1 million respectively. In May 2020, the Company sold approximately 90 % of its ownership in one of its investments without readily determinable fair values for proceeds of $ 83.0 million. The Company recorded a loss of $ 3.0 million on this sale. In addition, in August 2020, one of the Company’s equity investments without readily determinable fair values sold one of its businesses. The Company’s proceeds from this sale was $ 20.2 million, which was received in October 2020, and the Company recorded a gain of $ 15.3 million. The loss and the gain were recorded in other income, net in the consolidated statement of operations. |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Financial Instrument Disclosure [Abstract] | |
FINANCIAL INSTRUMENTS | . FINANCIAL INSTRUMENTS The Company enters into forward foreign exchange contracts to hedge its foreign currency exposures on future production expenses denominated in various foreign currencies (i.e., cash flow hedges). The Company also enters into forward foreign exchange contracts that economically hedge certain of its foreign currency risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. In addition, the Company enters into interest rate swaps to hedge certain of its interest rate risks on its debt. The Company monitors its positions with, and the credit quality of, the financial institutions that are party to its financial transactions. As of December 31, 2022 , the Company had the following outstanding forward foreign exchange contracts (all outstanding contracts have maturities of less than 12 months from December 31, 2022 , with the exception of two contracts which mature within 18 months from such date) (in thousands except for exchange rates): Foreign Currency Foreign US Dollar Weighted Average British Pound Sterling £ 24,991 in exchange for $ 30,641 £ 0.82 Euro € 8,868 in exchange for $ 9,052 € 0.98 For forward foreign exchange contracts designated as cash flow hedges, the Company recognized net gains (losses) in accumulated other comprehensive income (loss) of $ 0.3 million, $( 0.2 ) million and $ 0.4 million for the years ended December 31, 2022, 2021 and 2020 , respectively. The Company reclassified gains (losses) of $ 0.8 million, $ 0.7 million and $( 0.1 ) million into net income (loss) for the years ended December 31, 2022, 2021 and 2020, respectively. For forward foreign exchange contracts not designated as cash flow hedges, the Company recorded net (losses) gains of $( 7.2 ) million, $ 0.8 million and $ 0.2 million for the years ended December 31, 2022, 2021 and 2020, respectively. These amounts were included in other income, net in the consolidated statements of operations. In certain circumstances, the Company enters into contracts that are settled in currencies other than the functional or local currencies of the contracting parties. Accordingly, these contracts consist of the underlying operational contract and an embedded foreign currency derivative element. Hedge accounting is not applied to the embedded foreign currency derivative element. The Company recorded net (losses) gains of $( 3.4 ) million, $( 11.3 ) million and $ 12.7 million for the years ended December 31, 2022, 2021 and 2020, respectively, in other income, net in the consolidated statements of operations. In addition, the Company has entered into interest rate swaps for $ 1.5 billion of its 2014 Credit Facilities and other variable interest bearing debt and has designated them as cash flow hedges. The LIBOR portion of the facility from these interest rate swaps has been fixed at a coupon of 2.12 % commencing from June 2019 until June 2024. In August 2022, the Company entered into additional interest rate hedges to swap an additional $ 750 million of its 2014 Credit Facilities from floating interest expense to fixed. The LIBOR portion of the facility from these interest rate swaps has been fixed at a coupon of 3.162 % until August 2024. Hedge accounting is applied to these additional interest rate swaps. For the years ended December 31, 2022, 2021 and 2020 , the Company recorded net gains (losses) of $ 98.6 million, $ 28.9 million and $( 90.1 ) million, respectively, in accumulated other comprehensive income (loss) and reclassified losses of $ 5.6 million, $ 30.3 million and $ 22.4 million, respectively into net income (loss). |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 9. FAIR VALUE MEASUREMENTS The fair value hierarchy is composed of the following three categories: Level 1 —Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 —Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 —Inputs to the valuation methodology are unobservable and significant to the fair value measurements. The following tables present, for each of the fair value hierarchy levels, the Company’s assets and liabilities that are measured at fair value on a recurring basis (in thousands): Fair Value Measurements as of December 31, 2022 Level I Level II Level III Total Assets: Investments in equity securities with readily determinable fair values $ 153 $ — $ — $ 153 Interest rate swaps — 75,865 — 75,865 Total $ 153 $ 75,865 $ — $ 76,018 Liabilities: Contingent consideration $ — $ — $ 4,524 $ 4,524 Forward foreign exchange contracts — 11,107 — 11,107 Total $ — $ 11,107 $ 4,524 $ 15,631 Fair Value Measurements as of December 31, 2021 Level I Level II Level III Total Assets: Investments in equity securities with readily determinable fair values $ 665 $ — $ — $ 665 Forward foreign exchange contracts — 2,529 — 2,529 Total $ 665 $ 2,529 $ — $ 3,194 Liabilities: Contingent consideration $ — $ — $ 26,900 $ 26,900 Interest rate swaps — 48,427 — 48,427 Forward foreign exchange contracts — 13,363 — 13,363 Total $ — $ 61,790 $ 26,900 $ 88,690 There have been no transfers of assets or liabilities between the fair value measurement classifications during the year ended December 31, 2022. Investments in Equity Securities with Readily Determinable Fair Values The estimated fair value of the Company’s equity securities with readily determinable fair values is based on observable inputs in an active market, which is a Level 1 measurement within the fair value hierarchy. Contingent Consideration The Company has recorded contingent consideration liabilities in connection with its acquisitions. Contingent consideration is included in current liabilities and other long-term liabilities in the consolidated balance sheets. Changes in fair value are recognized in selling, general and administrative expenses. The estimated fair value of the contingent consideration is based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The changes in the fair value of contingent consideration were as follows (in thousands): Years Ended December 31, 2022 2021 Balance at January 1 $ 26,900 $ 9,026 Acquisitions 1,500 4,245 Payments ( 26,288 ) ( 2,575 ) Change in fair value 2,373 16,204 Foreign currency translation 39 — Balance at December 31 $ 4,524 $ 26,900 Payments made during the year ended December 31, 2022 primarily related to the settlement of the premium contingent consideration with 32 Equity. See Note 12. Foreign Currency Derivatives The Company classifies its foreign currency derivatives within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments (Note 8). As of December 31, 2022 and 2021, the Company had none and $ 2.3 million in other current assets, none and $ 0.2 in assets held for sale, $ 6.0 million and $ 4.5 million in other current liabilities, none and $ 0.4 in liabilities held for sale, and $ 5.1 million and $ 8.5 million in other long-term liabilities, respectively, recorded in the consolidated balance sheets related to the Company’s foreign currency derivatives. Interest Rate Swaps The Company classifies its interest rate swaps within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments (Note 8). The fair value of the swaps was $ 75.9 millio n and $ 48.4 million as of December 31, 2022 and 2021, respectively, and was included in other assets and other long-term liabilities, respectively, in the consolidated balance sheets. |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | 10. DEBT The following is a summary of outstanding debt (in thousands): December 31, 2022 2021 2014 Credit Facilities: First Lien Term Loan (due May 2025 ) $ 2,305,916 $ 2,786,048 Zuffa Credit Facilities: Zuffa First Lien Term Loan (due April 2026 ) 2,759,767 2,840,767 Other debt ( 3.25 %- 14.50 % Notes due at various dates through 2033 ) 153,490 159,010 Total principal 5,219,173 5,785,825 Unamortized discount ( 17,523 ) ( 26,077 ) Unamortized issuance costs ( 33,104 ) ( 46,012 ) Total debt 5,168,546 5,713,736 Less: current portion ( 88,309 ) ( 82,022 ) Total long-term debt $ 5,080,237 $ 5,631,714 2014 Credit Facilities As of December 31, 2022 and 2021, the Company had $ 2.3 billion and $ 2.8 billion, respectively, outstanding under a credit agreement that was entered into in connection with the 2014 IMG acquisition (the “2014 Credit Facilities”). The 2014 Credit Facilities consist of a first lien secured term loan (the “First Lien Term Loan”) and a $ 200.0 million secured revolving credit facility (the “Revolving Credit Facility”). Payments under the First Lien Term Loan include 1 % principal amortization that is payable in equal quarterly installments, with any remaining balance payable on the final maturity date of May 2025 . The First Lien Term Loan accrues interest at an annual interest rate of LIBOR + 2.75% , with LIBOR floor of 0.00% . In February 2020, pursuant to the acquisition of OL (Note 4 ), the Company refinanced $ 219.6 million of existing debt at OL by borrowing an incremental $ 225.0 million of First Lien Term Loans under its 2014 Credit Facility. In addition, in May 2020, the Company entered into an incremental term loan of $ 260.0 million under the First Lien Term Loan under its 2014 Credit Facility. This incremental term loan accrued interest at a rate equal to adjusted LIBOR + 8.5% , with a LIBOR floor of 1.00% . Amounts under the Revolving Credit Facility are available to be borrowed and re-borrowed until its termination date, which is May 2024 . The Revolving Credit Facility accrues a commitment fee of 0.25 - 0.50 % per annum on the unused balance. Borrowings under the Revolving Credit Facility accrue interest at a rate equal to a djusted LIBOR plus 2.00 - 2.50 %, depending on the First Lien Leverage Ratio, with a LIBOR floor of 0.00 %. As of December 31, 2022 and 2021, there was no outstanding balance under the Revolving Credit Facility. In June 2021, the Company repaid $ 256.7 million related to the First Lien Term Loan. The Company paid a $ 28.6 million redemption premium related to the First Lien Term loan that was recorded in the consolidated statement of operations as loss on extinguishment of debt in the year ended December 31, 2021 . In June 2021, the Company also repaid $ 163.1 million related to the Revolving Credit Facility. In addition, in September 2022 and Dece mber 2022, the Company repaid $ 250.0 million and $ 200.0 million, respectively, related to the First Lien Term Loan . The 2014 Credit Facilities contain a financial covenant that requires the Company to maintain a First Lien Leverage Ratio of Consolidated First Lien Debt to Consolidated EBITDA, as defined in the credit agreement, of no more than 7.5-to-1 . The Company is only required to meet the First Lien Leverage Ratio if the sum of outstanding borrowings on the Revolving Credit Facility plus outstanding letters of credit exceeding $ 50.0 million that are not cash collateralized exceeds thirty-five percent of the total Revolving Commitments as measured on a quarterly basis, as defined in the credit agreement. This covenant did not apply as of December 31, 2022 and 2021 as the Company had no borrowings outstanding under the Revolving Credit Facility. The Company had outstanding letters of credit under the 2014 Credit Facilities totaling $ 19.4 million and $ 23.8 million as of December 31, 2022 and 2021, respectively. Zuffa Credit Facilities As of December 31, 2022 and 2021, the Company has $ 2.8 billion and $ 2.8 billion, respectively, outstanding under a credit agreement that was entered into in connection with the 2016 Zuffa acquisition (the “Zuffa Credit Facilities”). The Zuffa Credit Facilities consist of a first lien secured term loan (the “Zuffa First Lien Term Loan”) and a secured revolving credit facility in an aggregate principal amount of $ 205.0 million, letters of credit in an aggregate face amount not in excess of $ 40.0 million and swingline loans in an aggregate principal amount not in excess of $ 15.0 million (collectively, the “Zuffa Revolving Credit Facility”). In addition, the Zuffa Credit Facilities included an eight year secured term loan with an aggregate principal amount of $ 425.0 million (the “Zuffa Second Lien Term Loan”). The Zuffa Credit Facilities are secured by liens on substantially all of the assets of Zuffa. Payments under the Zuffa First Lien Term Loan include 1 % principal amortization that is payable in equal quarterly installments, with any remaining balance payable on the final maturity date, which is April 2 026 . In 2020, the Zuffa First Lien Term Loan accrued interest at an annual interest rate of LIBOR + 3.25 % with LIBOR floor of 1.0 %. In June 2020, the Company entered into an incremental term loan of $ 150.0 million (the “Term Loan Add-on”) under its Zuffa Credit Facility. The proceeds of the Term Loan Add-on were used to repay the outstanding amounts drawn on the Zuffa Revolving Credit Facility during 2020. In January 2021, the Company completed a refinancing of the Zuffa First Lien Term Loan and the Term Loan Add-on into a single term loan (the “New First Lien Term Loan”), which reduced the annual interest rate margin by 25 basis points to 3.00% for LIBOR loans and reduced the LIBOR floor by 25 basis points to 0.75% . The annual interest rate margin applicable to the New First Lien Term Loan is subject to a 25-basis point step-down to 2.75% for LIBOR loans if the First Lien Leverage Ratio is below 3.5-to-1 . With the exception of the interest rate margin and the LIBOR floor, the New First Lien Term Loan has similar terms and conditions as the Zuffa First Lien Term Loan and Term Loan Add-on. In October 2021, the Company completed an incremental $ 600.0 million borrowing of Incremental Term Loans as a new tranche of Term Loans under the Credit Agreement (the “Incremental Term Loan Borrowing”). The Incremental Term Loan Borrowing maintains the same interest rate at LIBOR + 3.00% ( with a LIBOR floor of .75% ), with an additional leverage based step down of 25 basis points once the First Lien Leverage ratio falls below 3.50:1.00 , and includes 1 % principal amortization that is payable in equal quarterly installments with any remaining balance payable at final maturity and has similar terms and covenants to the existing New First Lien Term Loan. In December 2022, we repaid $ 50.0 million of term loans under the UFC Credit Facilities. Amounts under the Zuffa Revolving Credit Facility are available to be borrowed and re-borrowed until its termination date, which is April 2024. The Zuffa Revolving Credit Facility accrues a commitment fee of 0.25 - 0.50 % per annum on the unused balance. As of December 31, 2022 and 2021, there was no outstanding balance under the Zuffa Revolving Credit Facility. The Zuffa Credit Facilities contain a financial covenant that requires Zuffa to maintain a First Lien Leverage Ratio of Consolidated First Lien Debt to Consolidated EBITDA as defined in the credit agreement of no more than 7-to-1 and of no more than 6.5-to-1 beginning on December 31, 2018. Zuffa is only required to meet the First Lien Leverage Ratio if the sum of outstanding borrowings under the Zuffa Revolving Credit Facility plus outstanding letters of credit exceeding $ 10.0 million that are not cash collateralized exceeds thirty-five percent of the capacity of the Zuffa Revolving Credit Facility as measured on a quarterly basis, as defined in the credit agreement. This covenant did not apply as of December 31, 2022 and 2021 as Zuffa had no borrowings outstanding under the Zuffa Revolving Credit Facility. Zuffa had no outstanding letters of credit under the Zuffa Credit Facilities as of December 31, 2022 and 2021. Other Debt OL Revolver In February 2020, the Company entered into a new OL revolving credit agreement with $ 20.0 million of borrowing capacity. In August 2021, OL increased its borrowing capacity under its revolving credit agreement from $ 20.0 million to $ 42.9 million a nd the maturity date was extended from February 2025 to the earlier of August 2026 or the date that is 91 days prior to the maturity date of the term loans under the 2014 Credit Facilities. As of December 31, 2022 and 2021, there were no borrowings outstanding under this agreement. The OL revolving credit agreement contains a financial covenant that requires OL to maintain a First Lien Leverage Ratio of Consolidated First Lien Debt to Consolidated EBITDA, as defined in the credit agreement, of no more than 3 -to-1. The Company is only required to meet the First Lien Leverage Ratio if the sum of outstanding borrowings on the Revolving Credit Facility plus outstanding letters of credit exceeding $ 2.0 million that are not cash collateralized exceeds forty percent of the total Revolving Commitments as measured on a quarterly basis, as defined in the credit agreement. As of December 31, 2022 and 2021, the Company was in compliance with this financial debt covenant. OL had no outsta nding letters of credit under the revolving credit agreement as of December 31, 2022 and 2021. Receivables Purchase Agreement In January 2020, IMG Media Limited (“IMG UK”) entered into an arrangement to monetize amounts invoiced under a media rights agreement by transferring them to a third party on a nonrecourse basis. As IMG UK retained continuing involvement in the delivery of the invoiced services, the transferred amounts represent a sale of future revenue and were classified as debt. As of December 31, 2022 and 2021, the debt outstanding under this arrangement was $ 28.2 million and $ 50.5 million, respectively. The debt is accounted for under the effective interest method with principal reductions recognized as the Company performs under the rights agreement. Endeavor Content Capital Facility Endeavor Content Capital, LLC and Endeavor Content, LLC had an asset based $ 430.0 million revolving credit facility with a maturity date of March 2025 . As of December 31, 2021, borrowings outstanding were $ 223.4 million, which were classified within liabilities held for sale, and outstanding letters of credit were $ 1.2 million under this revolving credit facility. This revolving credit facility was included in the Company's sale of the restricted Endeavor Content business in January 2022 ( Note 4). Zuffa Secured Commercial Loans Zuffa has two loan agreements totaling $ 40.0 million, which were used to finance the purchase of a building and its adjacent land (“Zuffa Secured Commercial Loans”). The Zuffa Secured Commercial Loans have identical terms except one loan is secured by a deed of trust for the Zuffa’s headquarters building and underlying land in Las Vegas and the other loan is secured by a deed of trust for the newly acquired building and its adjacent land, also located in Las Vegas. The Zuffa Secured Commercial Loans bear interest at a rate of LIBOR + 1.62% (with a LIBOR floor of 0.88% ) and principal amortization of 4 % is payable in monthly installments with any remaining balance payable on the final maturity date of November 1, 2028 . The Zuffa Secured Commercial Loans contain a financial covenant that requires Zuffa to maintain a Debt Service Coverage Ratio of consolidated debt to Adjusted EBITDA as defined in the loan agreements of no more than 1.15-to-1 as measured on an annual basis. As of December 31, 2022 and 2021, Zuff a was in c ompliance with its financial debt covenant under the Zuffa Secured Commercial Loans. Debt Maturities The Company will be required to repay the following principal amounts in connection with its debt obligations (in thousands): Years Ending December 31, 2023 $ 105,555 2024 75,139 2025 2,286,908 2026 2,677,154 2027 19,690 Thereafter 54,727 Total $ 5,219,173 2014 Credit Facilities and Zuffa Credit Facilities The 2014 Credit Facilities and the Zuffa Credit Facilities restrict the ability of certain subsidiaries of the Company to make distributions and other payments to the Company. These restrictions do include exceptions for, among other things, (1) amounts necessary to make tax payments, (2) a limited annual amount for employee equity repurchases, (3) distributions required to maintain parent entities, (4) other specific allowable situations and (5) a general restricted payment basket. As of December 31, 2022, EGH held long-term deferred income taxes of $ 756.4 million as well as a TRA liability of $ 1,011.7 million, of which $ 961.6 million was classified as long-term and $ 50.1 million was classified as current. As of December 31, 2021 , EGH held long-term deferred income taxes of $ 61.5 million as well as a TRA liability of $ 133.8 million, of which $ 92.6 million was classified as long-term and $ 41.2 million was classified as current. Otherwise, EGH has no material separate cash flows or assets or liabilities other than the investments in its subsidiaries. All its business operations are conducted through its operating subsidiaries; it has no material independent operations. EGH has no other material commitments or guarantees. As a result of the restrictions described above, substantially all of the subsidiaries’ net assets are effectively restricted in their ability to be transferred to EGH as of December 31, 2022 and 2021. As of December 31, 2022 and 2021, the Company’s First Lien Term Loan under the 2014 Credit Facilities and Zuffa’s First Lien Term Loan under its Credit Facilities had an estimated fair value of $ 5.0 billion and $ 5.6 billion, respectively. The estimated fair values of the Company’s First Lien Term Loan under the 2014 Credit Facilities and Zuffa’s First Lien Term Loan under its Credit Facilities are based on quoted market values for the debt. Since the First Lien Term Loan under the 2014 Credit Facilities and Zuffa’s First Lien Term Loan under its Credit Facilities do not trade on a daily basis in an active market, fair value estimates are based on market observable inputs based on quoted market prices and borrowing rates currently available for debt with similar terms and average maturities, which are classified as Level 2 under the fair value hierarchy. |
SHAREHOLDERS'_ MEMBERS' EQUITY
SHAREHOLDERS'/ MEMBERS' EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Limited Liability Company (LLC) Members' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | |
SHAREHOLDERS'/ MEMBERS' EQUITY | 11. SHAREHOLDERS'/ MEMBERS’ EQUITY Reorganization Transactions As discussed in Note 1, the Company closed its IPO on May 3, 2021. Prior to the closing of the IPO, a series of reorganization transactions (the “Reorganization Transactions”) was completed: EGH’s certificate of incorporation was amended and restated to, among other things, provide for the following common stock: Class of Common Stock Par Value Votes Economic Rights Class A common stock $ 0.00001 1 Yes Class B common stock $ 0.00001 None Yes Class C common stock $ 0.00001 None Yes Class X common stock $ 0.00001 1 None Class Y common stock $ 0.00001 20 None Voting shares of EGH’s common stock will generally vote together as a single class on all matters submitted to a vote of our stockholders; Endeavor Manager became the sole managing member of EOC and EGH became the sole managing member of Endeavor Manager; Endeavor Manager issued to equity holders of certain management holding companies common interest units in Endeavor Manager along with paired shares of its Class X common stock as consideration for the acquisition of Endeavor Operating Company Units held by such management holding companies; For certain pre-IPO investors, EGH issued shares of its Class A common stock, Class Y common stock and rights to receive payments under a TRA and for certain other pre-IPO investors, EGH issued shares of its Class A common stock as consideration for the acquisition of Endeavor Operating Company Units held by such pre-IPO investors; For holders of Endeavor Operating Company Units which remained outstanding following the IPO, EGH issued paired shares of its Class X common stock and, in certain instances, Class Y common stock, in each case equal to the number of Endeavor Operating Company Units held and in exchange for the payment of the aggregate par value of the Class X common stock and Class Y common stock received; and Certain Endeavor Profits Units, Endeavor Full Catch-Up Profits Units and Endeavor Partial Catch-Up Profits Units remained outstanding following the closing of the IPO. Subsequent to the IPO, the Endeavor Full Catch-up Profits Units were recapitalized and converted into Endeavor Operating Company Units and the Endeavor Partial Catch-Up Profits Units were recapitalized and converted into Endeavor Profits Units. Subsequent to the closing of the IPO, several new and current investors purchased in the aggregate 75,584,747 shares of Class A common stock at a price per share of $ 24.00 (the “Private Placement”). Of these shares, 57,378,497 were purchased from EGH and 18,206,250 were purchased from an existing investor. EGH registered these shares of Class A common stock on a Form S-1 registration statement. Net proceeds from the IPO and the Private Placement, after deducting underwriting discounts and commissions and offering expenses, was $ 1,886.6 million. Subsequent to the closing of the IPO and the Private Placement, through a series of transactions, EOC acquired the equity interests of the minority unitholders of Zuffa, which owns and operates the Ultimate Fighting Championship (the “UFC Buyout”). This resulted in EOC directly or indirectly owning 100 % of the equity interests of Zuffa. In consideration for the minority unitholders’ equity interests of Zuffa, (a) EGH and its subsidiaries issued to certain of such unitholders shares of Class A common stock, Endeavor Operating Company Units, Endeavor Manager Units, shares of Class X common stock and/or shares of Class Y common stock, and (b) EGH used $ 835.7 million of the net proceeds from the IPO and the concurrent private placements to purchase Endeavor Operating Company Units from certain of such holders. In addition, some of those minority unitholders sold their equity interests of EGH to the private placement investors in the concurrent private placement. Proceeds, after the UFC Buyout and payment of underwriting discounts and commissions and certain offering expenses, were contributed to Endeavor Manager in exchange for Endeavor Manager Units. Endeavor Manager then in turn contributed such net proceeds to Endeavor Operating Company in exchange for Endeavor Operating Company Units. Common Units EOC had 2,149,218,614 Class A Common Units issued and outstanding as of December 31, 2020. The Class A Common Units were held by Holdco, Silver Lake, and other investors. The Class A Common Units had no par value assigned to them. In 2020, EOC issued 24,094,971 Class A Common Units to Silver Lake as part of the Zuffa distribution discussed below. Non-controlling Interests The UFC Buyout took place on May 3, 2021, resulting in EOC directly or indirectly owning 100 % of the equity interests of Zuffa. In January 2020, the Board of Zuffa approved the payment of a distribution in the amount of $ 300.0 million to Zuffa common unit and profits unit holders. During the year ended December 31, 2020, Zuffa authorized and paid the $ 300.0 million to each Zuffa common unit and profits units holder pro rata in three installments. In lieu of cash, the Company issued 17,119,727 Class A Common Units at fair value to Silver Lake for $ 47.7 million and issued a convertible promissory note to Silver Lake for $ 15.9 million that was due in March 2023. During the fourth quarter of 2020, Silver Lake converted its promissory note into 6,975,244 Class A Common Units, which was at fair value. This resulted in the Company retaining $ 202.6 million of the $ 300.0 million distributions that were paid. |
REDEEMABLE NON CONTROLLING INTE
REDEEMABLE NON CONTROLLING INTERESTS | 12 Months Ended |
Dec. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
REDEEMABLE NON-CONTROLLING INTERESTS | 12. REDEEMABLE NON-CONTROLLING INTERESTS OL In connection with the acquisition of OL (Note 4), the Company entered into the OL LLC Agreement of OLE Parent with 32 Equity. The terms of the agreement provided 32 Equity with certain rights to put its common units in OLE Parent to the Company upon a termination of the CLA or at its option at any time following the Lockup Period as defined. The Company also had certain call rights to require 32 Equity to sell its common units in OLE Parent to the Company upon a termination of the CLA in the event the aforementioned put rights were not exercised. The put/call price was an amount equal to fair market value and the exercise of these put/call rights would have given rise to an obligation of the Company to make a premium payment to 32 Equity in certain circumstances. The premium payment was recognized as a separate unit of account from the non-controlling interest. As of December 31, 2021, the estimated redemption value of the non-controlling interest was $ 57.9 million . In April 2022, a series of transactions was completed between the Company and 32 Equity. Per the terms of the OL LLC Agreement, 32 Equity had the right to purchase additional common units in OLE Parent from the Company that would result in 32 Equity having an aggregate ownership percentage interest in OLE Parent of 32 % at a price per unit equal to the original acquisition price of its rollover equity. 32 Equity exercised such right and paid the Company cash of $ 87.9 million. Following this exercise, EOC issued 8,037,483 EOC common units (and 32 Equity obtained an equal number of paired shares of the Company's Class X common stock) in exchange for 32 Equity's non-controlling interests of OLE Parent. The aggregate value of the shares was $ 223.7 million based on the volume-weighted average trading price of the Class A common stock for thirty days ending on the day before the close. The Company and 32 Equity also agreed to settle the premium contingent consideration resulting in the Company paying 32 Equity $ 24.0 million in cash (Note 9). In addition, the Company issued 495,783 shares of Class A common stock to several employees of the Company in exchange for the employees' direct or indirect interests in OLE Parent based on the same valuation. As a result of these transactions, OLE Parent became an indirect wholly-owned subsidiary of EOC. China In June 2016, the Company received a contribution of $ 75.0 million from third parties in a newly formed subsidiary of the Company that was formed to expand the Company’s existing business in China ("Endeavor China"). This contribution gave the non-controlling interests holders approximately 34 % ownership of the subsidiary. The holders of the non-controlling interests had the right to put their investment to the Company at any time after June 1, 2023 for fair market value. As of December 31, 2021 , the estimated redemption value was $ 107.5 million. In April 2022, the Company issued 5,693,774 shares of Class A common stock in exchange for the non-controlling partnership interests of Endeavor China. The aggregate value of the shares was $ 158.5 million based on the volume-weighted average trading price of the Class A common stock for thirty days ending on the day before the close. In addition, EOC issued 659,896 common units in EOC to several employees of the Company, including members of management (and such employees obtained an equal number of paired shares of the Company's Class X common stock), in exchange for the employees' direct or indirect interests in Endeavor China based on the same valuation. As a result of these transactions, Endeavor China became an indirect wholly-owned subsidiary of EOC. Barrett-Jackson In connection with the acquisition of Barrett-Jackson in August 2022 (Note 4 ), the terms of the agreement provide the sellers a put option to sell their remaining ownership to IMG Auction Company, LLC, a subsidiary of the Company. The first election is between April and July 2029 for 29.9 % of the total issued and outstanding units of Barrett-Jackson at that time and the second election is between April and July 2031 for any remaining ownership at that time. The purchase price of the put right is equal to Barrett-Jackson's EBITDA, as defined, multiplied by 13 . This redeemable non-controlling interest was recognized at the acquisition date at fair value of $ 210.1 million. As of December 31, 2022 , the estimated redemption value was below the carrying value of $ 207.9 million. Zuffa In July 2018, the Company received a contribution of $ 9.7 million from third parties (the “Russia Co-Investors”) in a newly formed subsidiary of the Company (the “Russia Subsidiary”) that was formed to expand the Company’s existing business in Russia and certain other countries in the Commonwealth of Independent States. The terms of this contribution provide the Russia Co-Investors with a put option to sell their ownership in the Russia Subsidiary five years and nine months after the consummation of the contribution. The purchase price of the put option is the greater of the total investment amount, defined as the Russia Co-Investors’ cash contributions less cash distributions, or fair value. As of December 31, 2022 and 2021, the estimated redemption value wa s $ 9.7 mi llion. Frieze In connection with the acquisition of Frieze in 2016, the terms of the agreement provide the sellers with a put option to sell their remaining 30 % interest after fiscal year 2020. The Company also has a call option to buy the remaining 30 % interest after fiscal year 2020 or upon termination of employment of the sellers who continued to be employees of Frieze after the acquisition. The price of the put and call option is equal to Frieze’s prior year’s EBITDA multiplied by 7.5 . As of December 31, 2022 and 2021, the estimated redemption value was below the carrying value of $ 24.6 million and $ 23.8 million, respectively. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | 13. EARNINGS PER SHARE Earnings per share is calculated utilizing net income available to common stockholders of the Company divided by the weighted average number of shares of Class A Common Stock outstanding during the period. Diluted EPS is calculated by dividing the net income available for common stockholders by the diluted weighted average shares outstanding for that period. Earnings per share for 2021 is calculated utilizing net income available to common stockholders of the Company since May 1, 2021 divided by the weighted average number of shares of Class A Common Stock outstanding during the same period. The Company’s outstanding equity-based compensation awards under its equity-based compensation arrangements (Note 14) were anti-dilutive during such period. The computation of earnings per share and weighted average shares of the Company’s common stock outstanding for the period presented below (in thousands, except share and per share data): Year ended May 1, 2021 - Basic earnings (loss) per share Numerator Consolidated net income (loss) $ 321,664 $ ( 474,542 ) Net income (loss) attributable to NCI (Endeavor Operating Company) 166,679 ( 153,422 ) Net income (loss) attributable to NCI (Endeavor Manager) 25,852 ( 24,495 ) Net income (loss) attributable to the Company 129,133 ( 296,625 ) Adjustment to net income (loss) attributable to the Company 5,497 ( 1,798 ) Net income (loss) attributable to EGH common shareholders $ 134,630 $ ( 298,423 ) Denominator Weighted average Class A Common Shares outstanding - Basic 281,369,848 262,119,930 Basic earnings (loss) per share $ 0.48 $ ( 1.14 ) Year ended May 1, 2021 - Diluted earnings (loss) per share Numerator Consolidated net income (loss) $ 321,664 $ ( 474,542 ) Net income (loss) attributable to NCI (Endeavor Operating Company) 167,287 ( 153,422 ) Net income (loss) attributable to NCI (Endeavor Manager) 27,276 ( 24,495 ) Net income (loss) attributable to the Company 127,101 ( 296,625 ) Adjustment to net income (loss) attributable to the Company 3,256 ( 1,798 ) Net income (loss) attributable to EGH common shareholders $ 130,357 $ ( 298,423 ) Denominator Weighted average Class A Common Shares outstanding - Basic 281,369,848 262,119,930 Additional shares assuming exchange of all EOC Profits Units 1,567,981 — Additional shares from RSUs, Stock Options and Phantom Units, as calculated using the treasury stock method 1,870,980 — Additional shares assuming redemption of redeemable non-controlling interests 2,899,023 — Weighted average number of shares used in computing diluted earnings (loss) per share 287,707,832 262,119,930 Diluted earnings (loss) per share $ 0.45 $ ( 1.14 ) Securities that are anti-dilutive for the period Year ended May 1, 2021 - Stock Options 2,512,767 3,350,666 Unvested RSUs 1,244,709 7,278,193 Manager LLC Units 23,242,032 26,415,650 EOC Common Units 141,711,612 144,549,587 EOC Profits Units & Phantom Units — 16,068,906 |
EQUITY BASED COMPENSATION
EQUITY BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
EQUITY BASED COMPENSATION | 14. EQUITY BASED COMPENSATION The Board grants various awards to certain employees and service providers for their time and commitment to the Company. The awards are designed to share in the equity value appreciation of the Company and are granted under various plans either directly by the Company, a Company subsidiary or indirectly through various management holdco entities. Prior to the IPO, awards granted were in the form of common units, profits units or an equivalent to a profits unit (membership interest or phantom unit) that corresponds to common units or profits units as applicable. In connection with the IPO, the Company’s board of directors adopted the 2021 Incentive Award Plan (the “2021 Plan”). The 2021 Plan became effective on April 28, 2021. As of December 31, 2022, the Company authorized a total o f 26,244,045 sha res of Class A common stock under the 2021 Plan. Additionally, the board of certain consolidated subsidiaries grant awards through plans in the form of profits units or phantom units that corresponds to profits units, designed to share in the equity value appreciation of each respective subsidiary. Equity-based compensation by plan and total amounts included in selling, general and administrative expenses were as follows (in thousands): Years Ended December 31, 2022 2021 2020 2021 Incentive Award Plan $ 181,540 $ 254,565 $ — Pre-IPO equity awards 17,250 274,895 89,235 Other various subsidiaries awards 11,373 3,007 2,036 Total equity-based compensation expense $ 210,163 $ 532,467 $ 91,271 As of December 31, 2022, total unrecognized compensation cost for unvested awards and the related remaining weighted average period for expensing is summarized below: Unrecognized Compensation Costs (in thousands) Period Remaining (in years) 2021 Incentive Award Plan $ 273,952 2.06 Pre-IPO equity awards 11,975 1.48 Other various subsidiaries awards 1,555 2.19 Total equity-based unrecognized compensation costs $ 287,482 Valuation Techniques For time-based vesting Restricted Share Units (RSUs) and Restricted Share Awards (RSAs), the Company used the closing share price on the date of grant. For RSUs with market-based vesting conditions, the Company used a Monte Carlo simulation model to determine the fair value and the derived service periods of these awards. The Company estimates the fair value of each stock option (and prior to the IPO, each award) on the date of grant using a Black-Scholes option pricing model. Management is required to make certain assumptions with respect to selected model inputs. Expected volatility is based on comparable publicly traded companies’ stock movements. The expected life represents the period of time that the respective awards are expected to be outstanding. The risk-free interest rate is based on the U.S treasury yield curve in effect at the time of grant. All stock options exercised will be settled in Class A common stock. The key assumptions used for units granted in the years ended December 31, 2022, 2021 and 2020 are as follows: Risk-free Expected Expected Life Expected 2021 Incentive Award Plan Year Ended December 31, 2022 1.85 %- 1.89 % 40.9 % 6.00 0 % Year Ended December 31, 2021 0.97 %- 1.34 % 40.7 %- 41.6 % 5.50 to 6.25 0 % Pre-IPO equity awards Year Ended December 31, 2020 0.10 %- 0.36 % 37.5 %- 47.5 % 1 to 5 0 % Modifications and Conversion of Pre-IPO Profit Interests and Phantom Units In connection with the closing of the IPO, the Company consummated certain Reorganization Transactions, as described in further detail in Note 1 . As part of such transactions, modifications of certain pre-IPO equity-based awards were made primarily to remove certain forfeiture and discretionary call terms, which resulted in the Company recording additional equity-based compensation expense of $ 251.9 million during the year ended December 31, 2021. During the year ended December 31, 2020, the Company modified certain award agreements primarily for the acceleration of vesting of units and adjustment to the Company’s optional repurchase price. The Company recorded additional equity-based compensation expense of $ 24.8 million for these modifications. 2021 Incentive Award Plan The terms of each award, including vesting and forfeiture, are fixed by the administrator of the 2021 Plan. Key grant terms include one or more of the following: (a) time-based vesting over a two to five year period or full vesting at grant; (b) market-based vesting conditions at graduated levels upon the Company’s attainment of certain market price per share thresholds; and (c) expiration dates (if applicable). Granted awards may include time-based vesting conditions only, market-based vesting conditions only, or both. The following table summarizes the RSUs and RSAs award activity for the year ended December 31, 2022. Time Vested Market/ Market and Time Units Value * Units Value * Outstanding at January 1, 2022 5,335,148 $ 30.46 2,173,737 $ 27.16 Granted 2,643,996 $ 25.32 — $ — Released ( 2,657,031 ) $ 25.78 ( 643,156 ) $ 30.24 Forfeited ( 154,164 ) $ 30.57 ( 101,372 ) $ 26.01 Outstanding at December 31, 2022 5,167,949 $ 30.23 1,429,209 $ 25.85 Vested and releasable at December 31, 2022 591,587 $ 30.52 182,971 $ 29.32 * Weighted average grant date fair value The following table summarizes the stock options award activity for the year ended December 31, 2022. Stock Options Options Weighted average Outstanding at January 1, 2022 3,350,666 $ 24.38 Granted 835,334 $ 30.03 Exercised — $ — Forfeited or expired ( 96,439 ) $ 24.00 Outstanding at December 31, 2022 4,089,561 $ 25.55 Vested and exercisable at December 31, 2022 1,661,508 $ 24.24 The weighted average grant-date fair value of stock options granted under the Company’s 2021 Plan during the year ended December 31, 2022 and December 31, 2021 was $ 12.57 and $ 9.72 respectively. The total grant-date fair value of RSUs and stock options which vested during the year ended December 31, 2022 and December 31, 2021 was $ 96.2 million $ 120.8 million, respectively. As of December 31, 2022 and December 31, 2021 , the aggregate intrinsic value of vested RSUs and stock options was $ 16.8 million and $ 36.0 million, respectively; and aggregate intrinsic value of total outstanding RSUs and stock options was $ 806.2 million and $ 297.2 million, respectively. The total intrinsic value of options exercised during the year ended December 31, 2022 and year ended December 31, 2021 was no ne and $ 0.1 million, respectively. Put Rights In addition, during 2018, the Company entered into arrangements with certain senior executives, whereby these individuals can elect to sell vested equity interests to the Company for payments up to $ 68.5 million. These rights were initially exercisable in January 2021. In 2020, the Company modified arrangements totaling $ 52.5 million to accelerate the exercise period to the fourth quarter of 2020 and these modified arrangements were fully exercised. The Company paid $ 26.0 million in the fourth quarter of 2020 and $ 25.0 million during the year ended December 31, 2021. The remaining $ 1.5 million is due in 2023. Also, arrangements totaling $ 11.0 million were cancelled and one arrangement totaling $ 5.0 million was modified to increase the put right to $ 6.0 million and move the exercise period for $ 3.0 million to April 2023 and $ 3.0 million to December 2024. During 2020, the Company entered into arrangements with other senior executives, whereby these individuals can elect to sell vested equity interests to the Company for payments up to $ 23.5 million. These rights have exercise election periods ranging from December 2021 to April 2023. The Company has applied modification accounting as these put rights amended previously issued equity interests that were initially classified as liabilities and equity. The equity interests that were originally classified as equity were reclassified to temporary equity, the mezzanine section between total liabilities and shareholders’ equity on the consolidated balance sheets, because the exercise of the put option is outside the Company’s control. The fair value of the outstanding put rights as of December 31, 2020 totaled $ 28.4 million, with $ 5.9 million recorded in other long-term liabilities and $ 22.5 million recorded in redeemable equity. Certain of the put right arrangements which were outstanding prior to the IPO were terminated upon the consummation of such IPO, based on the original terms of those agreements, which resulted in the Company recording a reversal of related equity-based compensation expense of $ 4.0 million during the year ended December 31, 2021. The fair value of the outstanding put rights as of December 31, 2022 and December 31, 2021 totaled $ 1.5 million and $ 5.3 million, respectively, which is recorded in redeemable non-controlling interests. CEO and Executive Chairman Market-Based Incentive Awards In March 2019, the Company issued equity-based compensation awards in Endeavor and in Zuffa to the Company’s CEO (each a “Future Incentive Award”). The Future Incentive Awards were each based on achievement of various equity value thresholds of Endeavor and of Zuffa. In June 2019 and December 2020, the first and second Zuffa equity value thresholds were met and the Company granted Zuffa profits units equal to a notional value of $ 12.5 million for each equity value threshold. For the years ended December 31, 2020 and 2019, total stock compensation expense for the Future Incentive Awards, including amounts for profits units granted, wa s $ 6.3 million and $ 23.0 m illion, respectively and amounts reclassed from the liability to equity for the profits units grant ed was $ 2.5 million and $ 0.1 million, resp ectively. As of December 31, 2020, the Company has long-term liabilit ies of $ 23.5 millio n, in its consolidated balance sheets. In May 2021, the Company’s CEO received a RSU award covering 520,834 shares of the Company’s Class A common stock following the achievement of one agreed upon increase in equity value of Zuffa under his Zuffa Incentive Future Award. One-third of such RSUs were vested upon grant and the remaining will vest in two equal installments on each of the first and second anniversaries of the date of grant. The Endeavor and Zuffa Future Incentive Awards were cancelled in connection with the IPO and were replaced with an award of performance-vesting RSUs. Each of the Company’s CEO and Executive Chairman received an award of performance-vesting RSUs pursuant to which they are eligible to receive a number of shares of the Company’s Class A common stock with a specified target value each time the price per share of the Company’s Class A common stock (calculated based on volume weighted average price thereof) exceeds an applicable threshold price above the public offering price of $ 24.00 . One-third of any shares of the Company’s Class A common stock received upon achievement of any applicable threshold price will be vested upon grant and the remainder of such shares will vest in two equal installments on each of the first and second anniversaries of the date of grant. During 2021, only one price threshold was met. These performance-vesting RSUs will expire on the tenth anniversary of the date of grant. The performance-vesting RSUs awarded to the CEO and Executive Chairman of the Company (each a “Market-Based Incentive Award”) are accounted for under ASC 718 as equity-classified awards due to the fixed number of shares of the Company’s Class A common stock each of the CEO and the Executive Chairman will be eligible for upon the achievement of each respective threshold. Compensation cost for performance-based awards with a market condition is recognized regardless of the number of units that vest based on the market condition and is recognized on a straight-line basis over the estimated service period. Compensation expense is not reversed even if the market condition is not satisfied. The Company used a Monte Carlo simulation model to determine the fair value and the derived service periods of these Market-Based Incentive Awards. For the year ended December 31, 2022 and 2021, total equity-based compensation expense for these Market-Based Incentive Awards was $ 76.7 and $ 74.8 million, respectively. During the year ended December 31, 2021, the Company also reclassifi ed the $ 27.0 million of long-term liabilities from the Future Incentive Awards to additional paid in capital. As of December 31, 2022 , total unrecognized equity-based compensation related to these CEO and Executive Chairman Market-Based Incentive Awards was $ 170.1 million, which is expected to be recognized over a weighted-average period of approximatel y 2.28 years. |
EMPLOYEE BENEFITS
EMPLOYEE BENEFITS | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Retirement Benefits | 15. EMPLOYEE BENEFITS Qualified Retirement Plan The Company sponsors a matching 401(k) plan for eligible employees of the Company. Employees are automatically enrolled into the Plan after completing a required term of service. Under the Plan, employees can elect to contribute a percentage of annual pay and the Company will also match the 401(k) contributions. In addition, certain non-U.S. employees are covered by defined contribution government sponsored and administered programs. Contribution charges for the profit-sharing and defined contribution plans, which approximates actual cash contributions made, were $ 23.5 million, $ 12.5 million and $ 10.8 million during the years ended December 31, 2022, 2021 and 2020 , respectively. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 16. INCOME TAXES EGH was incorporated as a Delaware corporation in January 2019. It was formed as a holding company for the purpose of completing an IPO and other related transactions. As the sole managing member of Endeavor Manager, which is the sole managing member of EOC, EGH operates and controls all the business and affairs of EOC, and through EOC and its subsidiaries, conducts the Company’s business. EGH is subject to corporate income tax on its share of taxable income or loss of EOC derived through Endeavor Manager. EOC is treated as a partnership for U.S. federal income tax purposes and is therefore not subject to U.S. corporate income tax. However, certain of EOC’s subsidiaries are subject to U.S. or foreign corporate income tax. Income (loss) before income taxes and equity losses of affiliates includes the following components (in thousands): Years Ended December 31, 2022 2021 2020 United States $ ( 105,445 ) $ ( 356,172 ) $ ( 222,231 ) Foreign 2,210 ( 60,851 ) ( 134,486 ) Total $ ( 103,235 ) $ ( 417,023 ) $ ( 356,717 ) The (benefit from) provision for income tax consists of the following (in thousands): Years Ended December 31, 2022 2021 2020 Current: U.S. federal, state, and local $ 12,656 $ 3,946 $ 504 Foreign 47,439 47,532 21,404 Total current 60,095 51,478 21,908 Deferred: U.S. federal, state, and local ( 697,843 ) ( 77,782 ) ( 16,617 ) Foreign ( 10,755 ) 4,027 3,216 Total deferred ( 708,598 ) ( 73,755 ) ( 13,401 ) Total (benefit from) provision for income taxes $ ( 648,503 ) $ ( 22,277 ) $ 8,507 The Company's effective tax rate for the years December 31, 2022, 2021 and 2020 was 628.2 %, 5.3 % and ( 2.4 %), respectively. The effective income tax rate based on the actual (benefit) provision shown in the consolidated statements of operations differs from the U.S. statutory federal income tax rate as follows (in thousands): Years Ended December 31, 2022 2021 2020 U.S. federal statutory income tax rate 21 % 21 % 21 % Income tax benefit at U.S. federal statutory rate $ ( 21,679 ) $ ( 87,575 ) $ ( 74,911 ) Partnership (income) loss not taxable/deductible for tax ( 39,278 ) 8,722 38,637 Tax impact of foreign operations ( 13,678 ) 4,215 ( 33,891 ) Permanent differences ( 17,284 ) 8,845 ( 2,597 ) Nondeductible meals and entertainment 3,033 1,187 836 Equity method investments ( 21,511 ) ( 5,301 ) 2,006 Capital Loss Carryforward 3,649 ( 137 ) ( 5,554 ) Investment in partnership — 188 34,314 UK hybrid restriction ( 2,192 ) 6,216 28,016 Withholding tax 17,503 24,508 21,415 Foreign tax credit, net of expiration 3,384 1,556 33,914 Foreign tax deduction ( 6,937 ) ( 5,964 ) — Equity compensation 27,197 59,716 1,267 Deferred impact of foreign tax rate change ( 775 ) 10,684 3,098 Net operating loss adjustment ( 40,200 ) — — Section 743(b)/734 adjustment ( 51,170 ) — — Tax receivable agreement adjustment 136,310 21,365 — Valuation allowance ( 685,975 ) ( 83,144 ) ( 34,513 ) Unrecognized tax benefits 8,518 6,605 ( 203 ) U.S. state and local taxes 51,701 5,002 ( 3,882 ) Other 881 1,035 555 Total (benefit from) provision for income taxes $ ( 648,503 ) $ ( 22,277 ) $ 8,507 Principal components of deferred tax assets and liabilities are as follows (in thousands): December 31, 2022 2021 Deferred tax assets: Allowance for doubtful accounts $ 8,053 $ 9,254 Compensation and severance 41,212 38,298 Net operating loss, tax credits, and other tax carryforwards 286,008 283,425 Property and equipment 2,110 13,355 Intangible assets 575,573 591,973 Other 75,043 33,547 Total gross deferred tax assets 987,999 969,852 Less valuation allowance ( 171,676 ) ( 858,933 ) Total deferred tax assets 816,323 110,919 Deferred tax liabilities: Investments ( 124,544 ) ( 100,283 ) Loss contracts ( 14,613 ) ( 16,248 ) Other ( 77,355 ) ( 10,765 ) Total gross deferred tax liabilities ( 216,512 ) ( 127,296 ) Net deferred tax assets (liabilities) $ 599,811 $ ( 16,377 ) Of the $ 599.8 million of net deferred tax assets and $ 16.4 million of net deferred tax liabilities as of December 31, 2022 and 2021, $ 771.4 million and $ 36.4 million, respectively, were recorded in deferred income taxes, and $ 171.6 million and $ 52.8 million, respectively, were recorded in other long-term liabilities in the consolidated balance sheets. As of December 31, 2022 , the Company had federal net operating loss carryforwards of $ 317.4 million, of which $ 69.5 million expires in years 2023 through 2037 and $ 247.9 million have an indefinite carryforward period. The Company also had none and $ 17.4 million of federal capital loss carryforwards as of December 31, 2022 and 2021, respectively. In addition, as of December 31, 2022, the Company has foreign tax credit carryforwards of $ 115.9 million, which expire in years 2023 through 2030 . As of December 31, 2022, the Company has foreign net operating losses of $ 76.5 million, which expire over various time periods ranging from 5 years to no expiration and foreign capital loss carryforwards of $ 9.5 million, which have no expiration. As of December 31, 2022, the Company also has state net operating losses, which will generate a tax benefit of $ 14.9 million and expire in years 2023 through 2042 . During 2022, the Company released a valuation allowance after concluding that it is more likely than not that certain deferred tax assets will be realized. As of December 31, 2022 and 2021, the Company (decreased) increased its valuation allowances by $( 687.3 ) million and $ 743.4 million, respectively. Of the $( 687.3 ) million net valuation allowance change in 2022, $( 686.0 ) million was recorded in the current year provision for income taxes as a tax benefit, and $( 1.3 ) million was recorded in other comprehensive income. Of the $ 743.4 million valuation allowance change in 2021, $( 83.1 ) million was recorded in the current year provision for income taxes, $ 826.6 million was recorded on the balance sheet as a result of deferred tax assets established at EGH at the IPO and $( 0.1 ) million was recorded in other comprehensive loss. As of December 31, 2022, 2021, and 2020, the Company had unrecognized tax benefits of $ 42.4 million, $ 40.0 million, and $ 34.4 million, respectively. The aggregate changes to the liability for unrecognized tax benefits, excluding interest and penalties, were as follows (in thousands): December 31, 2022 2021 2020 Beginning Balance $ 40,016 $ 34,425 $ 27,661 Acquisitions — 853 7,069 Gross increases 11,892 16,623 7,723 Gross decreases ( 1,189 ) ( 11,087 ) ( 8,092 ) Lapse of statute of limitations ( 6,156 ) ( 604 ) ( 373 ) Translation Adjustments ( 2,185 ) ( 194 ) 437 Ending Balance $ 42,378 $ 40,016 $ 34,425 The Company recognized interest and penalties related to unrecognized tax benefits in its provisions for income taxes. The gross amount of interest accrued as of December 31, 2022, 2021 and 2020 related to unrecognized tax benefits is $ 9.5 million, $ 6.1 million and $ 4.1 million, respectively. For the years ended December 31, 2022, 2021 and 2020, the Company recognized increases in interest of $ 3.4 million, $ 1.9 million and $ 0.6 million, respectively with $ 3.6 million, $ 1.9 million and $ 0.6 million, respectively recorded through the income tax provision. The gross amount of penalties accrued as of December 31, 2022, 2021 and 2020 is de minimis. As of December 31, 2022, approximately $ 52.2 million would affect the Company’s effective tax rate upon resolution of the uncertain tax positions. Where applicable, the Company records unrecognized tax benefits against related deferred tax assets from net operating loss or foreign tax credit carry forwards. The Company is subject to taxation in the U.S. and various state and foreign jurisdictions. As of December 31, 2022, with few exceptions, the Company is subject to review by U.S. federal taxing authorities for the years 2011 through 2022 and is no longer subject to examination by state and local and foreign income tax authorities for periods prior to 2014. Tax Receivable Agreement In connection with the IPO and related transactions, the Company entered into a TRA with certain persons that held direct or indirect interests in EOC and Zuffa prior to the IPO (“TRA Holders”). The TRA generally provides for the payment by EGH of 85 % of the amount of any tax benefits that EGH actually realizes, or in some cases is deemed to realize, as a result of the following attributes (i) increases in EGH’s share of the tax basis in the net assets of EOC resulting from any redemptions or exchanges of LLC Units, (ii) increases in tax basis attributable to payments made under the TRA, (iii) deductions attributable to imputed interest pursuant to the TRA and (iv) other tax attributes (including existing tax basis) allocated to EGH post-IPO and related transactions that were allocable to the TRA Holders prior to the IPO and related transactions. In connection with the recording of tax benefits and the release of the valuation allowance against certain deferred tax assets in the fourth quarter of 2022, the Company recorded an expense of $ 811.8 million associated with the TRA liability. For the year ended December 31, 2022, the Company recorded total TRA expense of $ 873.3 million. As of December 31, 2022, the Company has recognized a TRA liability of approximately $ 1,011.7 million, after concluding that such TRA payments would be probable based on estimates of future taxable income over the term of the TRA. The determination of the TRA liability requires management to make judgments in estimating the amount of tax attributes as of the date of exchanges (such as cash to be received by the Company on a hypothetical sale of assets and allocation of gain/loss to the Company at the time of the exchanges taking into account complex partnership tax rules). The amounts payable under the TRA will also vary depending upon a number of factors, including tax rates in effect, as well as the amount, character, and timing of the taxable income of EGH in the future and the expected realization of tax benefits with respect to deferred tax assets related to tax attributes subject to TRA, which may result in a valuation allowance recorded against these deferred tax assets. If a required valuation allowance recorded against certain deferred tax assets is released in a future period, or other tax attributes subject to the TRA are determined to be payable, additional TRA liabilities may be considered probable at that time and recorded within our statement of operations. Other Matters On August 16, 2022, the United States enacted the Inflation Reduction Act of 2022 ("IRA"). The IRA, in addition to other provisions, creates a 15 % corporate alternative minimum tax ("CAMT") on adjusted financial statement income for applicable corporations. The CAMT is effective for tax years beginning after December 31, 2022. While we continue to evaluate the potential tax effects of the IRA, we are currently not expecting the IRA to have a material impact on our consolidated financial statements. The Organization for Economic Co-operation and Development ("OECD") has proposed changes to numerous long-standing tax principles including the adoption of a global minimum tax rate of 15 % for multinational enterprises. These proposals, if finalized and adopted by the associated countries, will likely increase tax uncertainty, and may adversely affect our provision for income taxes. The European Union Member States unanimously adopted a directive in December 2022 to implement the global minimum tax rules in Pillar Two of the OECD’s BEPS 2.0 project. At the end of 2022, South Korea enacted the Pillar 2 model rules into their legislation. The Company will continue to monitor legislative and regulatory developments to assess potential impacts. |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | 17. REVENUE The following table presents the Company’s revenue disaggregated by primary revenue sources for the years ended December 31, 2022, 2021 and 2020 (in thousands): Year Ended December 31, 2022 Owned Sports Properties Events, Experiences Representation Total Media rights $ 674,043 $ 637,956 $ — $ 1,311,999 Media production, distribution and content 6,113 322,913 288,477 617,503 Events and performance 652,179 1,491,097 — 2,143,276 Talent representation and licensing — — 900,431 900,431 Marketing — — 323,242 323,242 Eliminations — — — ( 28,314 ) Total $ 1,332,335 $ 2,451,966 $ 1,512,150 $ 5,268,137 Year Ended December 31, 2021 Owned Sports Properties Events, Experiences & Rights Representation Total Media rights $ 642,879 $ 923,969 $ — $ 1,566,848 Media production, distribution and content 5,700 347,126 1,023,798 1,376,624 Events and performance 459,628 760,188 — 1,219,816 Talent representation and licensing — — 698,679 698,679 Marketing — — 237,280 237,280 Eliminations — — — ( 21,534 ) Total $ 1,108,207 $ 2,031,283 $ 1,959,757 $ 5,077,713 Year Ended December 31, 2020 Owned Sports Properties Events, Experiences & Rights Representation Total Media rights $ 555,124 $ 785,374 $ — $ 1,340,498 Media production, distribution and content 5,956 259,939 278,735 544,630 Events and performance 391,544 548,196 — 939,740 Talent representation and licensing — — 474,704 474,704 Marketing — — 190,434 190,434 Eliminations — — — ( 11,263 ) Total $ 952,624 $ 1,593,509 $ 943,873 $ 3,478,743 In the years ended December 31, 2022, 2021 and 2020, $ 53.7 million, $ 48.4 million and $ 21.6 million, respectively, of revenue was recognized from performance obligations satisfied in prior periods primarily related to talent representation and licensing. Remaining Performance Obligations The following table presents the aggregate amount of transaction price allocated to remaining performance obligations for contracts greater than one year with unsatisfied or partially satisfied performance obligations as of December 31, 2022 (in thousands). The transaction price related to these future obligations does not include any variable consideration. Years Ending 2023 $ 1,805,472 2024 1,359,995 2025 1,173,223 2026 249,386 2027 178,624 Thereafter 474,105 $ 5,240,805 Contract Liabilities The Company records deferred revenue when cash payments are received or due in advance of its performance. The Company’s deferred revenue balance primarily relates to advance payments received related to advertising and sponsorship agreements, event advanced ticket sales and performance tuition. Deferred revenue is included in the current liabilities section and in other long-term liabilities in the consolidated balance sheets. The following table presents the Company’s contract liabilities as of December 31, 2022 and 2021 (in thousands): Description Balance at Beginning of Year Additions Deductions Acquisitions Held for Sale Foreign Exchange Balance at End of Year Deferred revenue - current $ 651,760 $ 2,535,295 $ ( 2,501,776 ) $ 26,974 $ ( 1,889 ) $ 5,783 $ 716,147 Deferred revenue - noncurrent $ 62,155 $ 32,923 $ ( 5,118 ) $ 2,082 $ — $ ( 204 ) $ 91,838 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 18. SEGMENT INFORMATION As of December 31, 2022 , the Company has the following three reportable segments: Owned Sports Properties, Events, Experiences & Rights, and Representation. The Company also reports the results for the “Corporate” group. Owned Sports Properties consists of a portfolio of unique sports properties, including UFC, PBR and Euroleague Ventures S.A. (Euroleague) that license broadcast and other intellectual property rights and operate exclusive live events. In addition, at the end of 2021 and in January 2022, the Company acquired ten PDL Clubs, which were being operated under the DBH umbrella. In September 2022, the Company sold the DBH business, including the PDL Clubs. Events, Experiences & Rights consists of providing services to a diverse portfolio of live events annually, including live sports events, fashion, art fairs and music, culinary and lifestyle festivals and major attractions. The Company owns and operates many of these events and operates other events on behalf of third parties. The Company also owns and operates IMG Academy, which is an academic and sports training institution and provides recruiting and admissions services to high school student athletes and college athletic departments and admissions officers. Additionally, the Company produces and distributes sports video programming and data. Representation consists of providing services to a diverse group of talent across entertainment, sports and fashion, including actors, directors, writers, athletes, models, musicians and other artists, in a variety of mediums, such as film, television, art, books and live events. The Company provides brand strategy, marketing, advertising, public relations, analytics, digital, activation and experiential services to corporate and other clients. Also, the Company provides intellectual property licensing services to a large portfolio of entertainment, sports and consumer product brands, including representing these clients in the licensing of their logos, trade names and trademarks. Additionally, although to a much lesser extent after the sale of 80% of the restricted Endeavor Content business, which closed in January 2022, the Company provides content development and production for television properties, documentaries, and podcasts. Corporate primarily consists of overhead, personnel costs and costs associated with corporate initiatives that are not fully allocated to the segments. Such expenses include compensation and other benefits for corporate office employees, rent, professional fees related to internal control compliance and monitoring, financial statement audits and legal, information technology and insurance that is managed through the Company’s corporate office. The profitability measure employed by the Company’s chief operating decision maker for allocating resources and assessing operating performance is Adjusted EBITDA. EBITDA is generally adjusted for equity-based compensation; merger, acquisition and earn-out costs; certain legal costs; restructuring, severance and impairment charges; certain non-cash fair value adjustments, COVID-19 expenses, tax receivable agreement liability adjustments and certain other items, including gains/losses on business divestitures. All segments follow the same accounting policies as described in Note 2. Revenue by geographic area is based on the location of the legal entity that sells the services. Asset information by segment is not provided to the Company’s chief operating decision maker as that information is not used in the determination of resource allocation or in assessing the performance of the Company’s segments. A significant portion of the Company’s assets represent goodwill and intangible assets arising from business combinations. Summarized financial information for the Company’s reportable segments is shown in the following tables (in thousands): Revenue Years Ended December 31, 2022 2021 2020 Owned Sports Properties $ 1,332,335 $ 1,108,207 $ 952,624 Events, Experiences & Rights 2,451,966 2,031,283 1,593,509 Representation 1,512,150 1,959,757 943,873 Eliminations ( 28,314 ) ( 21,534 ) ( 11,263 ) Total consolidated revenue $ 5,268,137 $ 5,077,713 $ 3,478,743 Reconciliation of segment profitability Years Ended December 31, 2022 2021 2020 Owned Sports Properties $ 648,158 $ 537,627 $ 457,589 Events, Experiences & Rights 342,644 215,578 59,224 Representation 469,757 383,388 211,977 Corporate ( 297,031 ) ( 256,277 ) ( 145,240 ) Adjusted EBITDA 1,163,528 880,316 583,550 Reconciling items: Equity losses (earnings) of affiliates 5,038 ( 3,402 ) 8,963 Interest expense, net ( 282,255 ) ( 268,677 ) ( 284,586 ) Depreciation and amortization ( 266,775 ) ( 282,883 ) ( 310,883 ) Equity-based compensation expense ( 210,163 ) ( 532,467 ) ( 91,271 ) Merger, acquisition and earn-out costs ( 68,728 ) ( 60,904 ) ( 22,178 ) Certain legal costs ( 16,051 ) ( 5,451 ) ( 12,520 ) Restructuring, severance and impairment ( 13,258 ) ( 8,490 ) ( 271,868 ) Fair value adjustment - equity investments 12,029 21,558 ( 469 ) COVID-19 related costs — — ( 13,695 ) Gain on sale of the restricted Endeavor Content business 463,641 — — Tax receivable agreement liability adjustment ( 873,264 ) ( 101,736 ) — Other ( 16,977 ) ( 54,887 ) 58,240 Loss before income taxes and equity losses of affiliates $ ( 103,235 ) $ ( 417,023 ) $ ( 356,717 ) Revenue by geographic area Years Ended December 31, 2022 2021 2020 United States $ 3,995,297 $ 3,692,000 $ 2,407,088 United Kingdom 1,044,227 1,247,312 966,836 Rest of world 228,613 138,401 104,819 Total revenue $ 5,268,137 $ 5,077,713 $ 3,478,743 Long-lived assets by geographic area December 31, 2022 2021 United States $ 607,586 $ 558,401 United Kingdom 70,182 55,848 Rest of world 18,534 15,558 Total long-lived assets $ 696,302 $ 629,807 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
LEASES | 19. LEASES The Company has operating leases, in which the Company is the lessee, primarily for real estate property for offices around the world. The Company’s operating leases have lease terms, which range from one year to 21 years . Lease cost for operating leases was $ 80.2 million, $ 81.8 million, and $ 80.2 million for the years ended December 31, 2022, 2021 and 2020, and was classified within selling, general, and administrative expenses in the consolidated statements of operations. The following table presents information on the Company’s operating leases for the years ended December 31, 2022 and 2021 (in thousands): Years Ended December 31, 2022 2021 Cash paid for amounts included in the measurement of operating lease liabilities $ 86,614 $ 78,984 Right-of-use assets obtained in exchange for operating lease obligations $ 37,004 $ 59,768 Weighted average remaining lease term (in years) 6.2 7.5 Weighted average discount rate 6.7 % 6.6 % The following table reconciles the undiscounted cash flows for the operating leases as of December 31, 2022 to the operating lease liabilities recorded in the consolidated balance sheet (in thousands): Years Ending December 31, 2023 $ 88,316 2024 85,941 2025 80,394 2026 76,950 2027 60,977 Thereafter 87,328 Total future minimum lease payments 479,906 Less: imputed interest ( 86,637 ) Present value of future minimum lease payments 393,269 Less: current portion of operating lease liabilities ( 65,381 ) Long-term operating lease liabilities $ 327,888 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 20. COMMITMENTS AND CONTINGENCIES Guarantees and Commitments The Company routinely enters into purchase or guarantee arrangements for event, media or other representation rights. The following is a summary of the Company’s annual commitments under certain guaranteed agreements as of December 31, 2022 (in thousands): Payments due by period Total 2023 2024 - 2025 2026 - 2027 After 2027 Purchase/guarantee agreements $ 2,973,150 $ 789,435 $ 884,842 $ 750,065 $ 548,808 Claims and Litigation The Company is involved in legal proceedings, claims and governmental investigations arising in the normal course of business. The types of allegations that arise in connection with such legal proceedings vary in nature, but can include contract, employment, tax and intellectual property matters. The Company evaluates all cases and records liabilities for losses from legal proceedings when the Company determines that it is probable that the outcome will be unfavorable and the amount, or potential range, of loss can be reasonably estimated. While any outcome related to litigation or such governmental proceedings cannot be predicted with certainty, management believes that the outcome of these matters, except as otherwise may be discussed below, individually or in the aggregate, will not have a material adverse effect on the Company’s financial position, results of operations or cash flows. In July 2017, the Italian Competition Authority ("ICA") issued a decision opening an investigation into alleged breaches of competition law in Italy, involving inter alia IMG, and relating to bidding for certain media rights of the Serie A and Serie B football leagues. In April 2018, the European Commission conducted on-site inspections at a number of companies that are involved with sports media rights, including the Company. The inspections were part of an ongoing investigation into the sector and into potential violations of certain antitrust laws that may have taken place within it. The Company investigated these ICA matters, as well as other regulatory compliance matters. In May 2019, the ICA completed its investigation and fined the Company approximately EUR 0.3 million. As part of its decision, the ICA acknowledged the Company’s cooperation and ongoing compliance efforts since the investigation commenced. In July 2019, three football clubs (the "Original Plaintiffs") and in June 2020, the Serie A football league (Lega Nazionale Professionisti Serie A or "Lega Nazionale," and together with the three clubs, the "Plaintiffs") each filed separate claims against IMG and certain other unrelated parties in the Court of Milan, Italy, alleging that IMG engaged in anti-competitive practices with regard to bidding for certain media rights of the Serie A and Serie B football league. The Plaintiffs seek damages from all defendants deriving from the lower value of the media rights in amounts totaling EUR 554.6 million in the aggregate relating to the three football clubs and EUR 1,750 million relating to Lega Nazionale, along with attorneys’ fees and costs. Since December 2020, four additional football clubs have each filed requests to intervene in the Lega Nazionale proceedings and individually seek to claim damages deriving from the lower value of the media rights in the aggregate totaling EUR 251.5 million. The Original Plaintiffs and these four additional clubs are also seeking additional damages relating to alleged lost profits and additional charges, quantified in the fourth quarter of 2022 in amounts totaling EUR 1,675 million. Ten other clubs also filed requests to intervene in support of Lega Nazionale’s claim or alternatively to individually claim damages deriving from the lower value of the media rights in the amount of EUR 284.9 million, in the case of five clubs, and unspecified amounts (to be quantified as a percentage of the total amount sought by Lega Nazionale) in the other five cases. Collectively, the interventions of these 14 clubs are the "Interventions." In December 2022, one further football club filed a separate claim against IMG and certain other unrelated parties seeking damages from all defendants deriving from the lower value of the media rights in the amounts of EUR 326.9 million, in addition to alleged additional damages relating to lost profits and additional charges which have not yet been quantified. The Company has defended in its submissions to date, and intends to continue to defend, against all of the damages claims, Interventions and any related claims, and management believes that the Company has meritorious defenses to these claims, including the absence of standing of the clubs, and the absence of actual damage. The Company may also be subject to regulatory and other claims and actions with respect to these ICA and other regulatory matters. Any judgment entered against the Company or settlement entered into, including with respect to claims or actions brought by other parties, could materially and adversely impact the Company’s business, financial condition and results of operations. Zuffa has five related class-action lawsuits filed against it in the United States District Court for the Northern District of California (the "District Court") between December 2014 and March 2015 by a total of eleven former UFC fighters. The complaints in the five lawsuits are substantially identical. Each alleges that Zuffa violated Section 2 of the Sherman Act by monopolizing the alleged market for the promotion of elite professional MMA bouts and monopolizing the alleged market for elite professional MMA fighters’ services. Plaintiffs claim that Zuffa’s alleged conduct injured them by artificially depressing the compensation they received for their services and their intellectual property rights, and they seek treble damages under the antitrust laws, as well as attorneys’ fees and costs, and injunctive relief. On December 14, 2020, the District Court orally indicated its intention to grant plaintiffs’ motion to certify the Bout Class (comprised of fighters who participated in bouts from December 16, 2010 to September 30, 2017) and to deny plaintiffs’ motion to certify the Identity Class (a purported class based upon the alleged expropriation and exploitation of fighter identities). The Company is awaiting the official written order from the judge and assuming he rules as previously indicated, then the Company will seek an appeal of this decision. On June 23, 2021, plaintiffs’ lawyers filed a new case against Zuffa and EGH alleging substantially similar claims but providing for a class period from July 1, 2017 to present. Management believes that the Company has meritorious defenses against the allegations and intends to defend itself vigorously. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 21. RELATED PARTY TRANSACTIONS The Company has the following related party transactions as of December 31, 2022 and 2021 and for the years ended December 31, 2022, 2021 and 2020 (in thousands): December 31, 2022 2021 Other current assets $ 17,827 $ 4,728 Investments 2,146 — Other assets — 322 Deferred revenue 825 264 Other current liabilities 3,801 2,431 Years Ended December 31, 2022 2021 2020 Revenue $ 45,341 $ 24,487 $ 11,233 Direct operating costs 17,993 7,998 6,458 Selling, general and administrative expenses 16,614 16,943 17,274 Interest expense, net — — 1,206 Other (expense) income, net ( 6,806 ) 3,500 3,500 As of December 31, 2022, the Company has an equity-method investment in Euroleague, a related party. For the years ended December 31, 2022, 2021 and 2020 , the Company recognized revenue of $ 7.9 million, $ 5.6 million and $( 1.5 ) million, respectively, for a management fee to compensate it for representation and technical services it provides to Euroleague in relation to the distribution of media rights. This revenue is included in the Owned Sports Properties segment. Also, for the years ended December 31, 2022, 2021 and 2020 , the Company recognized revenue of $ 10.3 million, $ 12.4 million and $ 7.8 million, respectively, for production services provided to Euroleague as well as direct operating costs of $ 7.0 million, less than $ 0.1 million and $ 3.5 million, respectively, for the procurement of a license for gaming rights from Euroleague, which are included in the Events, Experiences & Rights segment. As of December 31, 2022 and 2021, the Company had a receivable of $ 8.4 million and $ 1.4 million, respectively, and a payable of $ 1.0 million and $ 1.4 million, respectively. Silver Lake and certain of our executives indirectly own a minority interest in The Raine Group ("Raine"). During the year ended December 31, 2022 , the Company recorded expenses of $ 26.3 million related to transaction costs for investment banking services primarily in connection with the sale of the restricted Endeavor Content business and the acquisitions of OpenBet and Barrett-Jackson ( Note 4). These expenses were recorded in selling, general and administrative expenses and other income, net in the consolidated statement of operations. In addition, during the year ended December 31, 2022 , the Company invested $ 2.1 million in non-marketable funds maintained by Raine. In September 2022, the Company sold the ten PDL Clubs that operated under the DBH umbrella to Silver Lake, stockholders of the Company (Note 4). In connection with the IPO and related transactions, the Company entered into a TRA with certain persons that held direct or indirect interests in EOC and Zuffa prior to the IPO. The TRA generally provides for the payment by EGH of 85 % of the amount of any tax benefits that EGH actually realizes, or in some cases is deemed to realize (Note 16). As of December 31, 2022, the Company has $ 1,011.7 million recorded, of which $ 390.1 million is due to related parties. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for reporting financial information. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of all wholly-owned subsidiaries and other subsidiaries in which a controlling voting interest is maintained, which is typically present when the Company owns a majority of the voting interest in an entity and the non-controlling interests do not hold any substantive participating rights. In addition, the Company evaluates its relationships with other entities to identify whether they are variable interest entities as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, Consolidation (“ASC 810”), and to assess whether it is the primary beneficiary of such entities. If the determination is made that the Company is the primary beneficiary, then that entity is consolidated. All intercompany transactions and balances have been eliminated. Non-controlling interest in subsidiaries are reported as a component of equity or temporary equity in the consolidated balance sheets with disclosure of the net income (loss) and comprehensive income (loss) attributable to the Company and the non-controlling interests on the consolidated statements of operations and the consolidated statements of comprehensive income (loss). The equity method of accounting is used for investments in affiliates and joint ventures where the Company has significant influence over operating and financial policies but not control. Investments in which the Company does not have significant influence over operating and financial policies are accounted for either at fair value if the fair value is readily determinable or at cost, less impairment, adjusted for subsequent observable price changes if the fair value is not readily determinable. |
Reclassification | Reclassification Certain reclassifications have been made to the prior periods’ consolidated financial statements in order to conform to the current period presentation. These reclassifications did not impact any prior amounts of net income (loss) or cash flows. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and the accompanying disclosures. Significant accounting policies that contain subjective management estimates and assumptions include those related to revenue recognition, allowance for doubtful accounts, content cost amortization and impairment, the fair value of acquired assets and liabilities associated with acquisitions, the fair value of the Company’s reporting units and the assessment of goodwill, other intangible assets and long-lived assets for impairment, consolidation, investments, redeemable non-controlling interests, the fair value of equity-based compensation, tax receivable agreement liability, income taxes and contingencies. Management evaluates these estimates using historical experience and other factors, including the general economic environment and actions it may take in the future. The Company adjusts such estimates when facts and circumstances dictate. However, these estimates may involve significant uncertainties and judgments and cannot be determined with precision. In addition, these estimates are based on management’s best judgment at a point in time and as such, these estimates may ultimately differ from actual results. Changes in estimates resulting from weakness in the economic environment or other factors beyond the Company’s control could be material and would be reflected in the Company’s consolidated financial statements in future periods. |
Revenue Recognition | Revenue Recognition The Company’s Owned Sports Properties segment primarily generates revenue via media rights fees, sponsorships, ticket sales, subscriptions, license fees and pay-per-view. The Company’s Events, Experiences & Rights segment primarily generates revenue from media rights sales, production service and studio fees, sponsorships, ticket sales, subscriptions, streaming fees, tuition, profit sharing and commissions. The Company’s Representation segment primarily generates revenue through commissions, packaging fees, marketing and consulting fees, production fees and content licensing fees. In accordance with FASB ASC Topic 606, Revenue from Contracts with Customers ("ASC 606"), revenue is recognized when control of the promised goods or services is transferred to the Company’s customers either at a point in time or over time, in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. For contracts which have more than one performance obligation, the total transaction price, which includes the estimated amount of variable consideration, is allocated based on observable prices or, if standalone selling prices are not readily observable, based on management’s estimate of each performance obligation’s standalone selling price. The variable consideration contained in the Company’s contracts includes sales or usage-based royalties earned on licensing the Company’s intellectual property and commissions earned on sales or usage-based royalties related to representing its clients, which are recognized in accordance with the sales or usage-based royalty exception under ASC 606. The variability related to these royalties will be resolved in the periods when the licensee generates sales or usage related to the intellectual property license. For the Company’s contracts that do not include licensing of intellectual property, the Company either estimates the variable consideration, subject to the constraint, or is using the variable consideration allocation exception if applicable. The following are the Company’s primary sources of revenue. Representation The Company earns commissions on its clients’ earnings from their engagements. As part of the client representation business, the Company represents, supports and advocates for its clients in the sourcing, negotiating, and execution of income generating engagements. The Company’s clients include actors, writers, directors, producers, athletes, models, photographers, musicians and other creative professionals. The Company’s promise, as well as its performance obligation, under the Company’s representation arrangements is to achieve a successful engagement for its clients, which is fulfilled when its clients perform in accordance with the terms of their respective engagements. Accordingly, the Company recognizes commission revenue when a client achieves a successful engagement, as this is when a client also obtains control of the representation service. The Company’s clients may receive a fixed fee for their services or receive a combination of a fixed fee and the potential to earn a back-end profit participation. Such back-end profit participation is generally based on the net profitability from the sales or usage of the intellectual property (e.g., an episodic television series or feature film) in which clients have played a role. The commission the Company receives is calculated based upon the fixed commission rate agreed-upon with the client applied to the client’s earnings successfully achieved for each respective engagement. With respect to arrangements involving a client’s back-end profit participation, the client’s back-end profit participation and, in turn, the Company’s commission is directly tied to the sales or usage of the intellectual property involving its client. Commission revenue from a client’s back-end participation is recognized during the period the profit participation is generated in accordance with the sales and usage-based royalty exception for licenses of intellectual property under ASC 606. The Company earns packaging revenue by playing an integral role in arranging the key creative elements and sale of a program that will be exhibited on broadcast, cable, streaming, video-on-demand or similar platforms. In a package, the Company receives payment directly from the studio for representing the project, and the Company foregoes rights to commission from its represented clients on such project. The Company’s fee in a package typically involves (i) a percentage commission on the initial network license fees for each of the episodes produced in a show that is licensed and broadcast and (ii) a profit participation right equal to a percentage of a contractually defined profitability measure. The commission on the initial network license fee is often subject to a fixed dollar cap per episode. The back-end profit participation is a form of contingent compensation payable out of profits (if any) generated by the packaged program. The Company’s promise, as well as its performance obligation, under packaging arrangements is the successful execution of the project, which is fulfilled when the studio transfers control of each episode of a packaged program to the network. Accordingly, the Company recognizes its commission on the initial network license fee when its customer achieves a successful execution of the project as this is the point in time the Company’s customer obtains control of its service. Commission revenue from participation in back-end profits is directly tied to the sales or usage of the intellectual property licensed by the Company’s customer. Such back-end profit participation is recognized in the period the profit participation is generated in accordance with the sales and usage-based royalty exception for licenses of intellectual property (based on either statements received or management’s estimate if statements are received on a lag). Content Development Revenue from production services and studio fees for the production and licensing of original content, including television properties, documentaries and films, is recognized when the content becomes available for exploitation and has been accepted by the customer. Revenue from production services of live entertainment and sporting events is recognized at the time of the event on a per event basis. Revenue from production services of editorial video content is recognized when the content is delivered to and accepted by the customer and the license period begins. Revenue for license fees that include a royalty is recognized in the period the royalty is generated in accordance with the sales and usage-based royalty exception for licenses of functional intellectual property. Customers for the Company’s production services include broadcast networks, sports federations, independent content producers, and over-the-top streaming service providers among others. Revenue from concept development and advisory services to independent production companies is recognized over the period the services are performed. Content Distribution and Sales The Company is an independent global distributor of sports programming and possesses relationships with a wide variety of broadcasters and media partners around the world. The Company sells media rights globally on behalf of its clients as well as its owned assets, including Ultimate Fighting Championship (“UFC”) and Professional Bull Riders (“PBR”). For sales of media and broadcast rights for live entertainment and sporting event programming on behalf of clients, the Company has both arrangements in which it is acting as a principal (full rights buy-out model) as well as an agent (commission model). • Full rights buy-out model: For media rights sales in which the Company is acting as a principal, the Company generally will enter into an agreement with the underlying media rights owner to license the media rights prior to negotiating license arrangements with customers, primarily broadcasters and other media distributors. Upon licensing the media rights from the rights owner, the Company obtains control of the rights and has the ability to obtain substantially all the remaining economic benefits of the rights. The Company is also obligated to pay the media rights owner the licensee fee regardless of the Company’s ability to monetize the rights. The Company has discretion in negotiating licensee fees with customers and it retains customer credit risk. The Company recognizes the customer license fees as revenue and the consideration paid to the rights holders for the acquisition of the rights as a direct operating cost. The satisfaction of the performance obligation depends on the number and timing of events delivered and is satisfied when the events take place. • Commission model: For media rights sales in which the Company does not obtain control of the underlying rights, the Company earns a commission equal to a stated percentage of the license fees for the rights distributed. As the Company does not obtain control of the underlying media rights, the Company recognizes the sales commission as revenue. The Company’s performance obligation generally includes distributing the live video feed and revenue is typically recognized on an event basis For owned assets, the Company enters into media rights agreements with broadcasters and other distributors for the airing of certain programming rights the Company produces. The Company’s media rights agreements are generally for multiple years, include a specified amount of programming (both number of events and duration) and contain fixed annual rights fees. The programming under these arrangements can include several performance obligations for each contract year such as media rights for live event programming, episodic programming, taped programming archives and sponsorship rights at the underlying events. The Company allocates the transaction price across performance obligations based on management’s estimate of the standalone selling price of each performance obligation. License fees from media rights are recognized when the event or program has been delivered and is available for exploitation. The transaction price for live entertainment and sporting event programming rights is generally based on a fixed license fee. Revenue from pay-per-view programming from owned live sporting events is recorded when the event is aired and is based upon an initial estimate from certain pay-per-view distributors of the number of buys achieved. Pay-per-view programming is distributed through cable, satellite and digital providers to residential and commercial establishments. Commission revenue from distribution and sales arrangements for television properties, documentaries and films of independent production companies is recognized when the underlying content becomes available for view or telecast and has been accepted by the customer. Events The Company earns fees from events that it controls in addition to providing event related services to events controlled by third parties. The Company generates revenue primarily through ticket sales and participation entry fees, hospitality and sponsorship sales, and management fees each of which may represent a distinct performance obligation or may be bundled into an experience package. The Company allocates the transaction price to all performance obligations contained within an arrangement based upon their relative stand-alone selling price. For controlled events (owned or licensed), revenue is generally recognized for each performance obligation over the course of the event, multiple events, or contract term in accordance with the pattern of delivery for the particular revenue source. Advance ticket sales, participation entry fees and hospitality sales are recorded as deferred revenue pending the event date. Sponsorship income is recognized over the term of the associated event, or events, to which the sponsorship is associated. Revenue from merchandise sales and concessions is recognized when the products are delivered which is generally at point of sale during the event. Where third party vendors provide merchandise sales and concessions for owned events and the Company receives a profit participation on such sales, the Company recognizes the profit participation as revenue. The Company’s bundled experience packages may include individual tickets, experiential hospitality, hotel accommodations and transportation. For these experience packages, the Company recognizes revenue at the event date when all of the package components have been delivered to the customer. The Company defers the revenue and cost of revenue on experience packages until the date of the event. For services related to third-party controlled events, the Company’s customer is the third-party event owner. The Company earns fixed and/or variable commission revenue for ticket sales, collection of participation entry fees, hospitality sales or sponsorship sales on behalf of an event owner. For these arrangements, the Company recognizes as revenue the stated percentage of commissions due from the event owner (i.e. not the gross ticket sales/earnings from the event itself) as sales are completed, as the Company is acting as an agent of the event owner. The Company also provides event management services to assist third party event owners with producing certain live events, including managing hospitality and sponsorships. The Company earns fixed fees and/or variable profit participation commissions for event management services, and generally recognizes such revenue under the series guidance over the course of the event, multiple events, or contract term in accordance with the pattern of delivery for the service. For event management services, the Company may process payments to third party vendors on behalf of the event owner. The Company accounts for the pass-through of such third-party vendor payments either on a gross or net basis depending on whether the Company obtains control of the third-party vendor’s services. Marketing The Company provides marketing and consultancy services to brands with expertise in brand strategy, activation, sponsorships, endorsements, creative development and design, digital and original content, public relations, live events, branded impact and B2B services. Marketing revenue is either recognized over time, based on the number of labor hours incurred, costs incurred or time elapsed based on the Company’s historical practice of transferring similar services to customers, or at a point in time for live event activation engagements. Consulting fees are typically recognized over time, based on the number of labor hours incurred. Licensing Licensing revenue is generated from royalties or commissions from sales of licensed merchandise by the licensee. The nature of the licensing arrangements is typically for logos, trade names, trademarks and related forms of symbolic intellectual property to include in merchandise sales. Certain of the licensing agreements contain minimum guaranteed fees that are recoupable during the term of the agreement, and variable royalties after the minimum is recouped. The Company recognizes revenue for the fixed consideration over time based on the terms of the arrangement. Variable revenue is recognized during the period the royalty or commission is generated, following the royalty exception for licenses of symbolic intellectual property, based on either statements received or management’s best estimates if statements are received on a lag. Endeavor Streaming Through Endeavor Streaming, the Company offers digital streaming video solutions. The Company’s digital streaming video solutions represent a single performance obligation recognized over time under the series guidance. Revenue is generally recognized upon delivery of the offering to the consumer or over the course of an over-the-top distribution platform subscription agreement term. Revenues from subscription services based on usage, such as data volume, are generally recognized as services are utilized by the customer. Performance The Company owns performance facilities used to train and educate athletes. Revenue derived from performance operations is primarily related to membership fees and tuition-based fees (including room and board), which are generally received in advance of the academic year and recorded as deferred revenue. Revenue is recognized ratably over the period of the athletes' membership or attendance at a facility, as the services provided are substantially the same throughout the service period. The Company also provides recruiting and admissions services to high school students and colleges for which the Company earns membership fees. Such fees are either paid upon enrollment or received in monthly installments typically over a 12-month period. Revenue is recognized as services are performed during the term of the contract, which generally ends when a student graduates from high school. Principal versus Agent The Company enters into many arrangements that requires the Company to determine whether it is acting as a principal or an agent. This determination involves judgment and requires evaluation as to whether the Company controls the goods or services before they are transferred to the customer. As part of this analysis, the Company considers if it is primarily responsible for fulfillment and acceptability of the goods or services, if it has the inventory risk before or after the transfer to the customer, and if the Company has discretion in establishing prices. |
Direct Operating Costs | Direct Operating Costs Direct operating costs primarily include third-party expenses associated with the production of events and experiences, content production costs, operations of the Company’s training and education facilities and fees for media rights, including required payments related to media sales agency contracts when minimum sales guarantees are not met. |
Selling, General, and Administrative | Selling, General, and Administrative Selling, general and administrative expenses primarily include personnel costs as well as rent, professional service costs and other overhead required to support the Company’s operations and corporate structure. |
Insurance Recoveries | Insurance Recoveries The Company maintains events cancellation insurance coverage. Upon the cancellation of an event, the associated deferred event costs are recognized in direct operating costs. An insurance recovery is accrued when it is deemed probable an associated insurance claim will cover such costs, under a loss recovery model. The portion of an insurance claim in excess of costs incurred is recognized upon approval of the claim or upon settlement, under a gain contingency model. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include demand deposit accounts and highly liquid money market accounts with original maturities of three months or less at the time of purchase. |
Restricted Cash | Restricted Cash Restricted cash primarily includes cash held in trust on behalf of clients, which has a corresponding liability called deposits received on behalf of clients in the consolidated balance sheets. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Cash and cash equivalents are maintained with various major banks and other high-quality financial institutions. The Company periodically evaluates the relative credit standings of these banks and financial institutions. The Company’s accounts receivable are typically unsecured and concentrations of credit risk with respect to accounts receivable are limited due to the large number of individuals and entities comprising the Company’s client base. As of December 31, 2022 and 2021, no single customer accounted for 10% or more of the Company’s accounts receivable. For the years ended December 31, 2022, 2021 and 2020, there was one customer w ho accounted for more than 10% of the Company’s revenue. |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded at net realizable value. Accounts receivable are presented net of an allowance for doubtful accounts, which is an estimate of expected losses. In determining the amount of the reserve, the Company makes judgments about the creditworthiness of significant customers based on known delinquent activity or disputes and ongoing credit evaluations in addition to evaluating the historical loss rate on the pool of receivables. Accounts receivable includes unbilled receivables, which are established when revenue is recognized, but due to contractual restraints over the timing of invoicing, the Company does not have the right to invoice the customer by the balance sheet date. |
Deferred Costs | Deferred Costs Deferred costs principally relate to payments made to third-party vendors in advance of events taking place, including ticket inventory, upfront contractual payments and prepayments on media and licensing rights fees and advancements for content production or overhead costs. These costs are recognized when the event takes place or over the respective period of the media and licensing rights. |
Property and Equipment | Property and Equipment Property and equipment are stated at historical cost less ac cumulated depreciation. Depreciation is charged against income over the estimated useful lives of the assets using the straight-line method. The estimated useful lives of property and equipment are as follows: Buildings 35 - 40 years Leasehold improvements Lesser of useful life or lease term Furniture, fixtures, office and other equipment 2 - 28.5 years Production equipment 3 - 7 years Computer hardware and software 2 - 5 years Costs of normal repairs and maintenance are charged to expense as incurred. |
Leases | Leases The Company determines whether a contract contains a lease at contract inception. The right-of-use asset and lease liability are measured at the present value of the future minimum lease payments, with the right-of-use asset being subject to adjustments such as initial direct costs, prepaid lease payments and lease incentives. Due to the rate implicit in each lease not being readily determinable, the Company uses its incremental collateralized borrowing rate to determine the present value of the lease payments. The lease term includes periods covered by options to extend when it is reasonably certain the Company will exercise such options as well as periods subsequent to an option to terminate the lease if it is reasonably certain the Company will not exercise the termination option. Operating lease costs are recognized on a straight-line basis over the lease term. Variable lease costs are recognized as incurred. |
Business Combinations | Business Combinations The Company accounts for acquisitions in which it obtains control of one or more businesses as a business combination. The purchase price of the acquired businesses, including management’s estimation of the fair value of any contingent consideration, is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the purchase price over those fair values is recognized as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments, in the period in which they are determined, to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recognized in the consolidated statements of operations. |
Goodwill | Goodwill Goodwill is tested annually as of October 1 for impairment and at any time upon the occurrence of certain events or substantive changes in circumstances that indicate the carrying amount of goodwill may not be recoverable. The Company has the option to perform a qualitative assessment to determine if an impairment is “more likely than not” to have occurred. If the Company can support the conclusion that the fair value of a reporting unit is greater than its carrying amount under the qualitative assessment, the Company would not need to perform the quantitative impairment test for that reporting unit. If the Company cannot support such a conclusion or the Company does not elect to perform the qualitative assessment, then the Company must perform the quantitative impairment test. When the Company performs a quantitative test, it records the amount of goodwill impairment, if any, as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. Charges resulting from an impairment test are recorded in impairment charges in the consolidated statements of operations. |
Intangible Assets | Intangible Assets Intangible assets consist primarily of trade names and customer and client relationships. Intangible assets with finite lives are recorded at their estimated fair value at the date of acquisition and are amortized over their estimated useful lives using the straight-line method. The estimated useful lives of finite-lived intangible assets are as follows: Trade names 2 - 20 years Customers and client relationships 2 - 22 years Internally developed technology 2 - 15 years Other 2 - 12 years For intangible assets that are amortized, the Company evaluates assets for recoverability when there is an indication of potential impairment or when the useful lives are no longer appropriate. If the undiscounted cash flows from a group of assets being evaluated is less than the carrying value of that group of assets, the fair value of the asset group is determined and the carrying value of the asset group is written down to fair value and an impairment loss is recognized for the difference between the fair value and carrying value, which is recorded in impairment charges in the consolidated statements of operations. Identifiable indefinite-lived intangible assets are tested annually for impairment as of October 1 and at any time upon the occurrence of certain events or substantive changes in circumstances that indicate the carrying amount of an indefinite-lived intangible may not be recoverable. The Company has the option to perform a qualitative assessment to determine if an impairment is “more likely than not” to have occurred. In the qualitative assessment, the Company must evaluate the totality of qualitative factors, including any recent fair value measurements, that impact whether an indefinite-lived intangible asset has a carrying amount that “more likely than not” exceeds its fair value. The Company must then conduct a quantitative analysis if the Company (1) determines that such an impairment is “more likely than not” to exist, or (2) forgoes the qualitative assessment entirely. The impairment test for identifiable indefinite-lived intangible assets consists of a comparison of the estimated fair value of the intangible asset with its carrying value. If the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess and is recorded in impairment charges in the consolidated statements of operations. |
Investments | Investments For equity method investments, the Company periodically reviews the carrying value of its investments to determine if there has been an other-than-temporary decline in fair value below carrying value. For equity investments without readily determinable fair value, the Company performs a qualitative assessment at each reporting period. A variety of factors are considered when determining if an impairment exists, including, among others, the financial condition and business prospects of the investee, as well as the Company’s investment intent. |
Content Costs | Content Costs The Company incurs costs to produce and distribute film and television content, which are monetized on a title-by-title basis. These costs include development costs, direct costs of production as well as allocations of overhead and capitalized interest, where applicable. The Company capitalizes these costs and includes them in other assets in the consolidated balance sheet. Content costs are amortized over the estimated period of ultimate revenue subject to an individual-film-forecast model. The Company’s estimates of ultimate revenue are based on industry and Company specific trends as well as the historical performance of similar content. These estimates are reviewed at the end of each reporting period and adjustments, if any, will result in changes to amortization rates. Participations and residuals are expensed in line with the amortization of production costs. Such amortization is recorded in direct operating expenses in the consolidated statements of operations. Unamortized content costs are also tested for impairment whenever there is an impairment indication, as a result of certain triggering events or changes in circumstances, that the fair value of the individual film and television content may be less than its unamortized costs. The impairment test compares the estimated fair value of the individual film and television content to the carrying value of the unamortized content costs. Where the unamortized content costs exceed the fair value, the excess is recorded as an impairment charge in the consolidated statements of operations. |
Debt Issuance Costs | Debt Issuance Costs Costs incurred in connection with the issuance of the Company’s long-term debt have been recorded as a direct reduction against the debt and amortized over the life of the associated debt as a component of interest expense using the effective interest method. Costs incurred with the issuance of the Company’s revolving credit facilities have been deferred and amortized over the term of the facilities as a component of interest expense using the straight-line method. These deferred costs are included in other assets in the consolidated balance sheets. |
Fair Value Measurements | Fair Value Measurements The Company accounts for certain assets and liabilities at fair value. Fair value measurements are categorized within a fair value hierarchy, which is comprised of three categories. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The carrying values reported in the consolidated balance sheets for cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities and deposits received on behalf of clients approximate fair value because of the immediate or short-term maturities of these financial instruments. The Company’s assets measured at fair value on a nonrecurring basis include investments, long-lived assets, indefinite-lived intangible assets and goodwill. These assets are not measured and adjusted to fair value on an ongoing basis but are subject to periodic evaluations for potential impairment (Note 6 and Note 7 ). The resulting fair value measurements of the assets are considered to be Level 3 measurements. |
Non controlling Interests | Non-controlling Interests Non-controlling interests in consolidated subsidiaries represent the component of equity in consolidated subsidiaries held by third parties. Any change in ownership of a subsidiary while the controlling financial interest is retained is accounted for as an equity transaction between the controlling and non-controlling interests. In addition, when a subsidiary is deconsolidated, any retained non-controlling equity investment in the former subsidiary will be initially measured at fair value and the difference between the carrying value and fair value of the retained interest will be recorded as a gain or loss. Non-controlling interests with redemption features, such as put options, that are not solely within the Company’s control are considered redeemable non-controlling interests. Redeemable non-controlling interests are considered to be temporary equity and are reported in the mezzanine section between total liabilities and shareholders’ equity in the consolidated balance sheets. Redeemable non-controlling interests are recorded at the greater of carrying value, which is adjusted for the non-controlling interests’ share of net income or loss, or estimated redemption value at each reporting period. If the carrying value, after the income or loss attribution, is below the estimated redemption value at each reporting period, the Company remeasures the redeemable non-controlling interests to its redemption value. |
Equity based compensation | Equity-Based Compensation Equity-based compensation is accounted for in accordance with ASC Topic 718-10, Compensation-Stock Compensation. The Company records compensation costs related to its incentive awards. Equity-based compensation cost is measured at the grant date based on the fair value of the award. Compensation cost for time-based awards is recognized ratably over the applicable vesting period. Compensation cost for performance-based awards with a performance condition is reassessed each period and recognized based upon the probability that the performance conditions will be achieved. The performance-based awards with a performance condition are expensed when the achievement of performance conditions are probable. The total expense recognized over the vesting period will only be for those awards that ultimately vest. Compensation cost for performance-based awards with a market condition is recognized regardless of the number of units that vest based on the market condition and is recognized on straight-line basis over the estimated service period, with each tranche separately measured. Compensation expense is not reversed even if the market condition is not satisfied. See Note 14 for further discussion of the Company’s equity-based compensation. |
Earnings per Share | Earnings per Share Earnings per share (“EPS”) is computed in accordance with ASC 260, Earnings per Share. Basic EPS is computed by dividing the net income available to our Class A Common Stockholders by the weighted average number of shares outstanding for the period. Diluted EPS is calculated by dividing the net income available for common stockholders by the diluted weighted average shares outstanding for that period. Diluted EPS includes the determinants of basic EPS and, in addition, reflects the dilutive effect of additional shares of Class A Common Stock issuable in exchange for redemption of certain redeemable non-controlling interests and vested units of Endeavor Manager LLC and Endeavor Operating Company, as well as under the Company’s share based compensation plans (if dilutive), with adjustments to net income available for common stockholders for dilutive potential common shares. The Company may be required to calculate basic EPS using the two-class method as a result of our redeemable non-controlling interests. To the extent that the redemption value increases and exceeds the then-current fair value of a redeemable non-controlling interest, net income available to common stockholders (used to calculate EPS) could be negatively impacted by that increase, subject to certain limitations. The partial or full recovery of any reductions to net income available to common stockholders (used to calculate EPS) is limited to any cumulative prior- period reductions. There was no impact to EPS for such adjustments related to our redeemable non-controlling interests. |
Income Taxes | Income Taxes The Company was incorporated as a Delaware corporation in January 2019. It was formed as a holding company for the purpose of completing an IPO and other related transactions. As the sole managing member of Endeavor Manager, which is the sole managing member of EOC, EGH operates and controls all the business and affairs of EOC, and through EOC and its subsidiaries, conducts the Company’s business. EGH is subject to corporate income tax on its share of taxable income or loss of EOC derived through Endeavor Manager. EOC is treated as a partnership for U.S. federal income tax purposes and is therefore not subject to U.S. corporate income tax. The Company’s U.S. and foreign corporate subsidiaries are subject to entity-level taxes. The Company also is subject to entity- level income taxes in certain U.S. state and local jurisdictions. The Company accounts for income taxes under the asset and liability method in accordance with ASC Topic 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Significant factors considered by the Company in estimating the probability of the realization of deferred tax assets include expectations of future earnings and taxable income, as well as the application of tax laws in the jurisdictions in which the Company operates. A valuation allowance is provided when the Company determines that it is “more likely than not” that a portion of a deferred tax asset will not be realized. ASC 740 prescribes a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized. The minimum threshold is defined as a tax position that is “more likely than not” to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than 50 % likely of being realized upon ultimate settlement. To the extent the Company prevails in matters for which a liability for an unrecognized tax benefit is established or is required to pay amounts in excess of the liability, the Company’s effective tax rate in a given financial statement period may be affected. The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the consolidated statements of operations. Accrued interest and penalties are included in the related tax liability line in the consolidated balance sheets. |
Tax Receivable Agreement Liability | Tax Receivable Agreement Liability Generally, we are required under the tax receivable agreement ("TRA") to make payments to the TRA Holders that are generally equal to 85 % of the applicable cash tax savings, if any, in U.S. federal, state and local income tax or franchise tax that we realize or are deemed to realize (determined by using certain assumptions) as a result of favorable tax attributes that will be available to us as a result of certain transactions contemplated in connection with our IPO, exchanges of Endeavor Operating Company Units for Class A common stock or cash and payments made under the TRA. The timing and amount of aggregate payments due under the TRA are contingent upon the taxable income the Company generates each year and the tax rate then applicable. The Company recognizes obligations under the TRA after concluding that it is probable that the Company would have sufficient future taxable income to utilize the related tax benefits. The projection of future taxable income involves judgment and actual taxable income may differ from the Company’s estimates, which could impact the timing of payments under the TRA. |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities Derivative financial instruments are used by the Company in the management of its foreign currency exposures and interest rate risks. The Company’s policy is not to use derivative financial instruments for trading or speculative purposes. The Company enters into forward foreign exchange contracts to hedge its foreign currency exposure on future production expenses denominated in various foreign currencies as well as to economically hedge certain of its foreign currency risks. In addition, the Company enters into interest rate swaps to hedge certain of its interest rate risks. The Company evaluates whether its derivative financial instruments qualify for hedge accounting at the inception of the contract. The fair value of the derivative financial instrument is recorded in the consolidated balance sheets. Changes in the fair value of the derivative financial instruments that are designated for hedge accounting are reflected in accumulated other comprehensive income (loss), a separate component of shareholders’ equity, and changes in the fair value of the derivative financial instruments that are not designated for hedge accounting are reflected in the consolidated statements of operations. Gains and losses reflected in accumulated other comprehensive income (loss) for production expenses are amortized to the consolidated statements of operations on the same basis as the production expenses being hedged and for interest rate swaps are recognized in interest expense on settlement. |
Foreign Currency | Foreign Currency The Company has operations outside of the United States. Therefore, changes in the value of foreign currencies affect the consolidated financial statements when translated into U.S. Dollars. The functional currency for substantially all subsidiaries outside the U.S. is the local currency. Financial statements for these subsidiaries are translated into U.S. Dollars at period end exchange rates as to the assets and liabilities and monthly average exchange rates as to revenue, expenses and cash flows. For these countries, currency translation adjustments are recognized in shareholders’ equity as a component of accumulated other comprehensive income (loss), whereas transaction gains and losses are recognized in other income (expense), net in the consolidated statements of operations. The Company recognized $ 27.8 million, $ 17.2 million and $ 2.1 million of realized and unrealized foreign currency transaction losses for the years ended December 31, 2022, 2021 and 2020 , respectively. |
RECENT ACCOUNTING PRONOUNCEME_2
RECENT ACCOUNTING PRONOUNCEMENTS (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This ASU addresses issues identified as a result of the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity. The amendments in this update were effective for public entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company adopted this guidance on January 1, 2022 with no material effect on the Company’s financial position or results of operations. In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. This ASU requires disclosure for transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy to other guidance. The requirements do not apply to transactions with a government that are accounted for in accordance with other Codification Topics. The annual disclosures include terms and conditions, accounting treatment and impacted financial statement lines reflecting the impact of the transactions. The guidance is effective for public entities for fiscal years beginning after December 15, 2021, with early adoption permitted. The Company adopted this guidance on January 1, 2022 with no material effect on the Company’s financial position, results of operations, and financial statement disclosures. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements In March 2022, the FASB issued ASU 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging—Portfolio Layer Method. This ASU clarifies the guidance in ASC 815 on fair value hedge accounting of interest rate risk for portfolios of financial assets, expanding the scope of this guidance to allow entities to apply the portfolio layer method to portfolios of all financial assets, including both prepayable and nonprepayable financial assets. The amendments in this update are effective for public entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption will not have a material effect on the Company’s financial position or results of operations. In March 2022, the FASB issued ASU 2022-02, Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. This ASU eliminates the accounting guidance on troubled debt restructurings (TDRs) for creditors in ASC 310-40 and amends the guidance on "vintage disclosures" to require disclosure of current-period gross write-offs by year of origination. The ASU also updates the requirements related to accounting for credit losses under ASC 326 and adds enhanced disclosures for creditors with respect to loan refinancings and restructurings for borrowers experiencing financial difficulty. For entities that have already adopted ASU 2016-13, which the Company has, the amendments in this update are effective for public entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption will not have a material effect on the Company’s financial position or results of operations. In June 2022, the FASB issued ASU 2022-03, Fair Value Measurements (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. This ASU clarifies the guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of that security. The amendments in this update are effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The adoption will not have a material effect on the Company’s financial position or results of operations. In September 2022, the FASB issued ASU 2022-04, Liabilities–Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. This ASU enhances the transparency of supplier finance programs. The amendments in this update are effective for public entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption will not have a material effect on the Company’s financial position or results of operations. In December 2022, the FASB issued ASU 2022-05, Transition for Sold Contracts. This ASU amends the transition guidance in ASU 2018-12, Targeted Improvements to the Accounting for Long-Duration Contracts, to make targeted improvements to its guidance on long-duration contracts issued by an insurance entity. The amendments in this update are effective for public entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption will not have a material effect on the Company’s financial position or results of operations. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. Adoption of the expedients and exceptions is permitted upon issuance of this update through December 31, 2022. However, in December 2022, the FASB issued ASU 2022-06, Deferral of the Sunset Date of Topic 848, in order to defer the sunset date of ASC 848 until December 31, 2024. The Company is in the process of assessing the impact of this ASU on its consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives of property and equipment | The estimated useful lives of property and equipment are as follows: Buildings 35 - 40 years Leasehold improvements Lesser of useful life or lease term Furniture, fixtures, office and other equipment 2 - 28.5 years Production equipment 3 - 7 years Computer hardware and software 2 - 5 years |
Summary of estimated useful lives of finite-lived intangible assets | Intangible assets consist primarily of trade names and customer and client relationships. Intangible assets with finite lives are recorded at their estimated fair value at the date of acquisition and are amortized over their estimated useful lives using the straight-line method. The estimated useful lives of finite-lived intangible assets are as follows: Trade names 2 - 20 years Customers and client relationships 2 - 22 years Internally developed technology 2 - 15 years Other 2 - 12 years |
ACQUISITIONS AND DIVESTITURES (
ACQUISITIONS AND DIVESTITURES (Tables) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2020 | |
Business Combinations [Abstract] | ||
Schedule of Fair Values of the Assets Acquired and the Liabilities Assumed in the Business Combination | The acquisitions were accounted for as business combinations and the preliminary fair values of the assets acquired and liabilities assumed in the business combinations are as follows (in thousands): DBH Madrid Open Barrett-Jackson OpenBet Cash and cash equivalents $ — $ 18,659 $ 10,783 $ 49,795 Accounts receivable 89 2,123 1,706 49,838 Deferred costs — 1,124 — — Other current assets 491 470 1,386 13,443 Property and equipment 4,403 162 4,290 5,103 Right of use assets 7,270 — 6,828 8,401 Investments — — — 1,100 Other assets 103 381 — 6,033 Intangible assets: Trade names — — 120,900 67,000 Customer relationships 1,960 — 12,500 134,000 Internally developed software — — 1,300 139,000 Owned Events — 407,070 — — Other 35,410 — — 14,300 Goodwill 25,585 14,419 330,880 477,282 Accounts payable and accrued expenses ( 93 ) ( 1,609 ) ( 7,009 ) ( 13,784 ) Other current liabilities ( 56 ) — — ( 14,315 ) Operating lease liability ( 9,470 ) — ( 4,458 ) ( 8,401 ) Deferred revenue ( 1,455 ) ( 20,780 ) ( 667 ) ( 5,983 ) Debt — — ( 11,439 ) — Other liabilities — ( 3,508 ) — ( 75,726 ) Redeemable non-controlling interests — — ( 210,150 ) — Net assets acquired $ 64,237 $ 418,511 $ 256,850 $ 847,086 The acquisitions were accounted for as business combinations and the fair values of the assets acquired and liabilities assumed in the business combinations are as follows (in thousands): FlightScope NCSA Mailman DBH Cash and cash equivalents $ 1,042 $ 3,655 $ 16,598 $ 1,133 Accounts receivable 475 5,619 11,292 1,027 Deferred costs 94 1,096 476 — Other current assets 1,640 10,238 1,713 1,565 Property and equipment 1,089 2,804 585 5,425 Right of use assets 1,272 4,951 359 37,087 Investments — — 1,239 — Other assets 1,056 5,472 2,085 942 Intangible assets: Trade names — 21,100 800 — Customer relationships 2,700 10,000 12,400 8,540 Internally developed software 15,400 37,100 — — Other — — — 97,410 Goodwill 33,550 214,106 22,342 66,379 Accounts payable and accrued expenses ( 806 ) ( 20,855 ) ( 16,255 ) ( 2,287 ) Other current liabilities ( 187 ) ( 10,318 ) ( 1,606 ) ( 171 ) Debt — — ( 4,338 ) ( 250 ) Operating lease liability ( 1,272 ) ( 4,951 ) ( 359 ) ( 31,487 ) Deferred revenue ( 631 ) ( 51,617 ) ( 972 ) ( 4,720 ) Other liabilities ( 4,334 ) ( 31,603 ) ( 3,485 ) ( 1,754 ) Net assets acquired $ 51,088 $ 196,797 $ 42,874 $ 178,839 The acquisition was accounted for as a business combination and the fair values of the assets acquired and the liabilities assumed in the business combination are as follows (in thousands): Cash and cash equivalents $ 45,230 Restricted cash 86 Accounts receivable 10,316 Deferred costs 99,184 Other current assets 53,893 Property and equipment 4,361 Operating lease right-of-use assets 3,509 Other assets 74,193 Intangible assets: Trade names 75,400 Customer and client relationships 198,819 Goodwill 387,542 Accounts payable and accrued expenses ( 55,927 ) Other current liabilities ( 28,224 ) Deferred revenue ( 175,790 ) Debt ( 217,969 ) Operating lease liabilities ( 3,509 ) Other long-term liabilities ( 24,377 ) Non-redeemable non-controlling interest ( 5,635 ) Net assets acquired $ 441,102 | |
Summary of Major Classes of Assets and Liabilities Held For Sale | The major classes of assets and liabilities held for sale, respectively, in the consolidated balance as of December 31, 2021, were as follows (in thousands): Cash and cash equivalents $ 27,283 Restricted cash 1,452 Accounts receivable 205,760 Other current assets 69,906 Property and equipment 1,879 Operating lease right-of-use assets 18,304 Goodwill 10,812 Investments 25,329 Other assets 524,908 Total assets held for sale $ 885,633 Accounts payable and accrued expenses $ 54,837 Deposits received on behalf of clients 424 Deferred revenue 129,612 Other current liabilities 399 Debt 241,999 Operating lease liabilities 24,224 Other long-term liabilities 55,808 Total liabilities related to assets held for sale $ 507,303 |
HELD FOR SALE (Tables)
HELD FOR SALE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Assets Held-for-sale, Not Part of Disposal Group [Abstract] | |
Summary of Major Classes of Assets and Liabilities Held For Sale | The major classes of assets and liabilities held for sale, respectively, in the consolidated balance as of December 31, 2021, were as follows (in thousands): Cash and cash equivalents $ 27,283 Restricted cash 1,452 Accounts receivable 205,760 Other current assets 69,906 Property and equipment 1,879 Operating lease right-of-use assets 18,304 Goodwill 10,812 Investments 25,329 Other assets 524,908 Total assets held for sale $ 885,633 Accounts payable and accrued expenses $ 54,837 Deposits received on behalf of clients 424 Deferred revenue 129,612 Other current liabilities 399 Debt 241,999 Operating lease liabilities 24,224 Other long-term liabilities 55,808 Total liabilities related to assets held for sale $ 507,303 |
SUPPLEMENTARY DATA (Tables)
SUPPLEMENTARY DATA (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Supplementary Data [Abstract] | |
Summary of Property and equipment | Property and equipment consisted of the following (in thousands): December 31, 2022 2021 Land $ 125,615 $ 117,713 Buildings and improvements 508,095 484,288 Furniture and fixtures 176,046 163,427 Office, computer, production and other equipment 143,844 104,878 Computer software 187,150 138,081 Construction in progress 67,122 65,364 1,207,872 1,073,751 Less: accumulated depreciation ( 511,570 ) ( 443,944 ) Total property and equipment, net $ 696,302 $ 629,807 |
Summary of Accrued Liabilities | The following is a summary of accrued liabilities (in thousands): December 31, 2022 2021 Accrued operating expenses $ 254,737 $ 302,024 Payroll, bonuses and benefits 176,315 162,688 Other 94,187 59,349 Total accrued liabilities $ 525,239 $ 524,061 Valuation and Qualifying |
Summary of Valuation and Qualifying Accounts | The following table sets forth information about the Company's valuation and qualifying accounts (in thousands): Balance at ASU Additions/Charged Balance at Beginning 2016-13 to Costs and Foreign Assets Held End of of Year Adoption Expenses, Net Deductions Exchange for Sale Year Allowance for doubtful accounts Year Ended December 31, 2022 $ 57,102 $ — $ 14,639 $ ( 15,061 ) $ ( 1,914 ) $ — $ 54,766 Year Ended December 31, 2021 $ 67,975 $ — $ 6,384 $ ( 14,198 ) $ ( 603 ) $ ( 2,456 ) $ 57,102 Year Ended December 31, 2020 $ 32,139 $ 1,803 $ 44,547 $ (11,528 ) $ 1,014 $ — $ 67,975 Deferred tax valuation allowance Year Ended December 31, 2022 $ 858,933 $ — $ ( 685,975 ) $ — $ ( 1,282 ) $ — $ 171,676 Year Ended December 31, 2021 $ 115,556 $ — $ 743,506 $ — $ ( 129 ) $ — $ 858,933 Year Ended December 31, 2020 $ 169,010 $ — $ ( 53,819 ) $ — $ 365 $ — $ 115,556 |
Summary of Supplemental Cash Flow | The Company’s supplemental cash flow information is as follows (in thousands): Years Ended December 31, 2022 2021 2020 Supplemental information: Cash paid for interest $ 242,972 $ 190,333 $ 241,577 Cash payments for income taxes 44,528 34,306 33,625 Non-cash investing and financing activities: Capital expenditures included in accounts payable and accrued liabilities $ 32,940 $ 10,609 $ 2,173 Contingent consideration in connection with acquisitions 1,500 4,245 9,947 Establishment and acquisition of non-controlling interests 414,985 3,087,301 3,635 Tax receivable agreement liability adjustment, net of deferred tax benefits 819 32,081 — Accretion of redeemable non-controlling interests 83,225 36,243 ( 10,620 ) Investment in affiliates retained from a business divestiture 202,220 — — Deferred consideration in connection with acquisitions 31,770 — — Issuance of Class A common stock in connection with acquisitions 70,254 — — Accrued redemption of units in other current liabilities — — 49,070 Purchase of Class A Common Units — — 47,656 Issuance of promissory note — — 15,885 Promissory note extinguishment — — 17,092 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Changes in the Carrying Value of Goodwill | The changes in the carrying value of goodwill are as follows (in thousands): Owned Sports Properties Events, Experiences & Rights Representation Total Balance — December 31, 2020 $ 2,674,038 $ 1,011,217 $ 495,924 $ 4,181,179 Acquisitions 67,010 258,025 18,839 343,874 Divestiture — ( 432 ) ( 2,046 ) ( 2,478 ) Impairment — ( 1,979 ) ( 2,545 ) ( 4,524 ) Assets held for sale — — ( 10,812 ) ( 10,812 ) Foreign currency translation and other — ( 687 ) 2 ( 685 ) Balance — December 31, 2021 $ 2,741,048 $ 1,266,144 $ 499,362 $ 4,506,554 (1) Acquisitions 25,585 836,371 — 861,956 Divestiture ( 91,964 ) ( 8,390 ) — ( 100,354 ) Impairment — ( 689 ) — ( 689 ) Assets held for sale — ( 3,607 ) — ( 3,607 ) Foreign currency translation and other ( 631 ) 22,574 ( 1,106 ) 20,837 Balance — December 31, 2022 $ 2,674,038 $ 2,112,403 $ 498,256 $ 5,284,697 (1) (1) Net of accumulated impairment losses of $ 192.7 million and $ 192.0 million as of December 31, 2022 and 2021, respectively. |
Summary of Company's Identifiable Intangible Assets | The following table summarizes information relating to the Company’s identifiable intangible assets as of December 31, 2022 (in thousands): Weighted Average Gross Accumulated Carrying Amortized: Trade names 17.1 $ 1,048,530 $ ( 343,895 ) $ 704,635 Customer and client relationships 6.9 1,464,584 ( 1,073,017 ) 391,567 Internally developed technology 6.5 276,094 ( 92,573 ) 183,521 Other 4.2 45,255 ( 44,654 ) 601 2,834,463 ( 1,554,139 ) 1,280,324 Indefinite-lived: Trade names 447,559 — 447,559 Owned events 463,481 — 463,481 Other 14,219 — 14,219 Total intangible assets $ 3,759,722 $ ( 1,554,139 ) $ 2,205,583 The following table summarizes information relating to the Company’s identifiable intangible assets as of December 31, 2021 (in thousands): Weighted Average Gross Accumulated Carrying Amortized: Trade names 17.3 $ 991,021 $ ( 291,326 ) $ 699,695 Customer and client relationships 6.7 1,344,783 ( 1,012,509 ) 332,274 Internally developed technology 3.9 120,175 ( 66,939 ) 53,236 Other 14.3 142,657 ( 44,608 ) 98,049 2,598,636 ( 1,415,382 ) 1,183,254 Indefinite-lived: Trade names 340,029 — 340,029 Owned events 88,401 — 88,401 Total intangible assets $ 3,027,066 $ ( 1,415,382 ) $ 1,611,684 |
Summary of Estimated Annual Intangible Amortization | Estimated annual intangible amortization for the next five years and thereafter is as follows (in thousands): Years Ending December 31, 2023 $ 162,152 2024 146,668 2025 130,117 2026 117,889 2027 113,690 Thereafter 609,808 Total $ 1,280,324 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Company's Investments | The following is a summary of the Company’s investments (in thousands): December 31, 2022 2021 Equity method investments (1) $ 209,523 $ 196,423 Equity investments without readily determinable fair values 127,297 101,124 Equity investments with readily determinable fair values 153 665 Total investments (2) $ 336,973 $ 298,212 (1) The book value of three equity method investments exceeded the Company’s percentage ownership share of their underlying net assets by $ 32.4 million, $ 26.5 million and $ 21.4 million as of December 31, 2022 and none , $ 28.2 million, and none as of December 31, 2021 . The basis differences, primarily resulting from acquisition purchase price step ups on the investments, are accounted for as goodwill, which is not tested for impairment separately. Instead, the investments are tested if there are indicators of an other-than-temporary decline in carrying value. (2) As of December 31, 2021, the Company had $ 25.3 million of investments, which were classified within assets held for sale. |
Summary of Equity Method Investments | The following is a summary of financial data for investments in affiliates accounted for under the equity method of accounting (in thousands): 2022 2021 Current assets $ 999,053 $ 507,617 Non-current assets 2,126,558 1,487,113 Current liabilities 2,023,091 496,360 Non-current liabilities 527,097 1,115,953 Years Ended December 31, 2022 2021 2020 Revenue $ 1,826,585 $ 1,221,173 $ 903,926 (Loss) income from operations ( 211,924 ) 31,540 17,484 Net Loss ( 359,665 ) ( 153,324 ) ( 1,004,615 ) |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Financial Instrument Disclosure [Abstract] | |
Schedule of Outstanding Forward Foreign Exchange Contracts Balances | As of December 31, 2022 , the Company had the following outstanding forward foreign exchange contracts (all outstanding contracts have maturities of less than 12 months from December 31, 2022 , with the exception of two contracts which mature within 18 months from such date) (in thousands except for exchange rates): Foreign Currency Foreign US Dollar Weighted Average British Pound Sterling £ 24,991 in exchange for $ 30,641 £ 0.82 Euro € 8,868 in exchange for $ 9,052 € 0.98 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Of Assets and Liabilities Measured on Recurring Basis | The following tables present, for each of the fair value hierarchy levels, the Company’s assets and liabilities that are measured at fair value on a recurring basis (in thousands): Fair Value Measurements as of December 31, 2022 Level I Level II Level III Total Assets: Investments in equity securities with readily determinable fair values $ 153 $ — $ — $ 153 Interest rate swaps — 75,865 — 75,865 Total $ 153 $ 75,865 $ — $ 76,018 Liabilities: Contingent consideration $ — $ — $ 4,524 $ 4,524 Forward foreign exchange contracts — 11,107 — 11,107 Total $ — $ 11,107 $ 4,524 $ 15,631 Fair Value Measurements as of December 31, 2021 Level I Level II Level III Total Assets: Investments in equity securities with readily determinable fair values $ 665 $ — $ — $ 665 Forward foreign exchange contracts — 2,529 — 2,529 Total $ 665 $ 2,529 $ — $ 3,194 Liabilities: Contingent consideration $ — $ — $ 26,900 $ 26,900 Interest rate swaps — 48,427 — 48,427 Forward foreign exchange contracts — 13,363 — 13,363 Total $ — $ 61,790 $ 26,900 $ 88,690 |
Schedule of Change in Fair Value of Contingent Consideration | The changes in the fair value of contingent consideration were as follows (in thousands): Years Ended December 31, 2022 2021 Balance at January 1 $ 26,900 $ 9,026 Acquisitions 1,500 4,245 Payments ( 26,288 ) ( 2,575 ) Change in fair value 2,373 16,204 Foreign currency translation 39 — Balance at December 31 $ 4,524 $ 26,900 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Outstanding Debt | The following is a summary of outstanding debt (in thousands): December 31, 2022 2021 2014 Credit Facilities: First Lien Term Loan (due May 2025 ) $ 2,305,916 $ 2,786,048 Zuffa Credit Facilities: Zuffa First Lien Term Loan (due April 2026 ) 2,759,767 2,840,767 Other debt ( 3.25 %- 14.50 % Notes due at various dates through 2033 ) 153,490 159,010 Total principal 5,219,173 5,785,825 Unamortized discount ( 17,523 ) ( 26,077 ) Unamortized issuance costs ( 33,104 ) ( 46,012 ) Total debt 5,168,546 5,713,736 Less: current portion ( 88,309 ) ( 82,022 ) Total long-term debt $ 5,080,237 $ 5,631,714 |
Schedule of Maturities of Debt | The Company will be required to repay the following principal amounts in connection with its debt obligations (in thousands): Years Ending December 31, 2023 $ 105,555 2024 75,139 2025 2,286,908 2026 2,677,154 2027 19,690 Thereafter 54,727 Total $ 5,219,173 |
SHAREHOLDERS'_ MEMBERS' EQUITY
SHAREHOLDERS'/ MEMBERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Limited Liability Company (LLC) Members' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | |
Summary of Company's Certificate of Incorporation | EGH’s certificate of incorporation was amended and restated to, among other things, provide for the following common stock: Class of Common Stock Par Value Votes Economic Rights Class A common stock $ 0.00001 1 Yes Class B common stock $ 0.00001 None Yes Class C common stock $ 0.00001 None Yes Class X common stock $ 0.00001 1 None Class Y common stock $ 0.00001 20 None |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share and Weighted Average Shares Outstanding | The computation of earnings per share and weighted average shares of the Company’s common stock outstanding for the period presented below (in thousands, except share and per share data): Year ended May 1, 2021 - Basic earnings (loss) per share Numerator Consolidated net income (loss) $ 321,664 $ ( 474,542 ) Net income (loss) attributable to NCI (Endeavor Operating Company) 166,679 ( 153,422 ) Net income (loss) attributable to NCI (Endeavor Manager) 25,852 ( 24,495 ) Net income (loss) attributable to the Company 129,133 ( 296,625 ) Adjustment to net income (loss) attributable to the Company 5,497 ( 1,798 ) Net income (loss) attributable to EGH common shareholders $ 134,630 $ ( 298,423 ) Denominator Weighted average Class A Common Shares outstanding - Basic 281,369,848 262,119,930 Basic earnings (loss) per share $ 0.48 $ ( 1.14 ) Year ended May 1, 2021 - Diluted earnings (loss) per share Numerator Consolidated net income (loss) $ 321,664 $ ( 474,542 ) Net income (loss) attributable to NCI (Endeavor Operating Company) 167,287 ( 153,422 ) Net income (loss) attributable to NCI (Endeavor Manager) 27,276 ( 24,495 ) Net income (loss) attributable to the Company 127,101 ( 296,625 ) Adjustment to net income (loss) attributable to the Company 3,256 ( 1,798 ) Net income (loss) attributable to EGH common shareholders $ 130,357 $ ( 298,423 ) Denominator Weighted average Class A Common Shares outstanding - Basic 281,369,848 262,119,930 Additional shares assuming exchange of all EOC Profits Units 1,567,981 — Additional shares from RSUs, Stock Options and Phantom Units, as calculated using the treasury stock method 1,870,980 — Additional shares assuming redemption of redeemable non-controlling interests 2,899,023 — Weighted average number of shares used in computing diluted earnings (loss) per share 287,707,832 262,119,930 Diluted earnings (loss) per share $ 0.45 $ ( 1.14 ) Securities that are anti-dilutive for the period Year ended May 1, 2021 - Stock Options 2,512,767 3,350,666 Unvested RSUs 1,244,709 7,278,193 Manager LLC Units 23,242,032 26,415,650 EOC Common Units 141,711,612 144,549,587 EOC Profits Units & Phantom Units — 16,068,906 |
EQUITY BASED COMPENSATION (Tabl
EQUITY BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Equity-Based Compensation Selling General and Administrative Expenses | Equity-based compensation by plan and total amounts included in selling, general and administrative expenses were as follows (in thousands): Years Ended December 31, 2022 2021 2020 2021 Incentive Award Plan $ 181,540 $ 254,565 $ — Pre-IPO equity awards 17,250 274,895 89,235 Other various subsidiaries awards 11,373 3,007 2,036 Total equity-based compensation expense $ 210,163 $ 532,467 $ 91,271 |
Summary of Unrecognized Compensation Cost for Unvested Awards and the Related Remaining Weighted Average Period | As of December 31, 2022, total unrecognized compensation cost for unvested awards and the related remaining weighted average period for expensing is summarized below: Unrecognized Compensation Costs (in thousands) Period Remaining (in years) 2021 Incentive Award Plan $ 273,952 2.06 Pre-IPO equity awards 11,975 1.48 Other various subsidiaries awards 1,555 2.19 Total equity-based unrecognized compensation costs $ 287,482 |
Details Of Restricted Stock Units and Restricted Stock Award Activity | The following table summarizes the RSUs and RSAs award activity for the year ended December 31, 2022. Time Vested Market/ Market and Time Units Value * Units Value * Outstanding at January 1, 2022 5,335,148 $ 30.46 2,173,737 $ 27.16 Granted 2,643,996 $ 25.32 — $ — Released ( 2,657,031 ) $ 25.78 ( 643,156 ) $ 30.24 Forfeited ( 154,164 ) $ 30.57 ( 101,372 ) $ 26.01 Outstanding at December 31, 2022 5,167,949 $ 30.23 1,429,209 $ 25.85 Vested and releasable at December 31, 2022 591,587 $ 30.52 182,971 $ 29.32 * Weighted average grant date fair value |
Share-based Compensation Arrangements by Share-based Payment Award | The following table summarizes the stock options award activity for the year ended December 31, 2022. Stock Options Options Weighted average Outstanding at January 1, 2022 3,350,666 $ 24.38 Granted 835,334 $ 30.03 Exercised — $ — Forfeited or expired ( 96,439 ) $ 24.00 Outstanding at December 31, 2022 4,089,561 $ 25.55 Vested and exercisable at December 31, 2022 1,661,508 $ 24.24 |
ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptions | The key assumptions used for units granted in the years ended December 31, 2022, 2021 and 2020 are as follows: Risk-free Expected Expected Life Expected 2021 Incentive Award Plan Year Ended December 31, 2022 1.85 %- 1.89 % 40.9 % 6.00 0 % Year Ended December 31, 2021 0.97 %- 1.34 % 40.7 %- 41.6 % 5.50 to 6.25 0 % Pre-IPO equity awards Year Ended December 31, 2020 0.10 %- 0.36 % 37.5 %- 47.5 % 1 to 5 0 % |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income (Loss) Before Income Taxes | Income (loss) before income taxes and equity losses of affiliates includes the following components (in thousands): Years Ended December 31, 2022 2021 2020 United States $ ( 105,445 ) $ ( 356,172 ) $ ( 222,231 ) Foreign 2,210 ( 60,851 ) ( 134,486 ) Total $ ( 103,235 ) $ ( 417,023 ) $ ( 356,717 ) |
Summary of components benefit from of provision for income taxes | The (benefit from) provision for income tax consists of the following (in thousands): Years Ended December 31, 2022 2021 2020 Current: U.S. federal, state, and local $ 12,656 $ 3,946 $ 504 Foreign 47,439 47,532 21,404 Total current 60,095 51,478 21,908 Deferred: U.S. federal, state, and local ( 697,843 ) ( 77,782 ) ( 16,617 ) Foreign ( 10,755 ) 4,027 3,216 Total deferred ( 708,598 ) ( 73,755 ) ( 13,401 ) Total (benefit from) provision for income taxes $ ( 648,503 ) $ ( 22,277 ) $ 8,507 |
Schedule of Effective Income Tax Rate Based on Consolidated Statements of Operations Differs From U.S. Statutory Federal Income Tax Rate | The effective income tax rate based on the actual (benefit) provision shown in the consolidated statements of operations differs from the U.S. statutory federal income tax rate as follows (in thousands): Years Ended December 31, 2022 2021 2020 U.S. federal statutory income tax rate 21 % 21 % 21 % Income tax benefit at U.S. federal statutory rate $ ( 21,679 ) $ ( 87,575 ) $ ( 74,911 ) Partnership (income) loss not taxable/deductible for tax ( 39,278 ) 8,722 38,637 Tax impact of foreign operations ( 13,678 ) 4,215 ( 33,891 ) Permanent differences ( 17,284 ) 8,845 ( 2,597 ) Nondeductible meals and entertainment 3,033 1,187 836 Equity method investments ( 21,511 ) ( 5,301 ) 2,006 Capital Loss Carryforward 3,649 ( 137 ) ( 5,554 ) Investment in partnership — 188 34,314 UK hybrid restriction ( 2,192 ) 6,216 28,016 Withholding tax 17,503 24,508 21,415 Foreign tax credit, net of expiration 3,384 1,556 33,914 Foreign tax deduction ( 6,937 ) ( 5,964 ) — Equity compensation 27,197 59,716 1,267 Deferred impact of foreign tax rate change ( 775 ) 10,684 3,098 Net operating loss adjustment ( 40,200 ) — — Section 743(b)/734 adjustment ( 51,170 ) — — Tax receivable agreement adjustment 136,310 21,365 — Valuation allowance ( 685,975 ) ( 83,144 ) ( 34,513 ) Unrecognized tax benefits 8,518 6,605 ( 203 ) U.S. state and local taxes 51,701 5,002 ( 3,882 ) Other 881 1,035 555 Total (benefit from) provision for income taxes $ ( 648,503 ) $ ( 22,277 ) $ 8,507 |
Summary of Principal Components of Deferred Tax Assets and Liabilities | Principal components of deferred tax assets and liabilities are as follows (in thousands): December 31, 2022 2021 Deferred tax assets: Allowance for doubtful accounts $ 8,053 $ 9,254 Compensation and severance 41,212 38,298 Net operating loss, tax credits, and other tax carryforwards 286,008 283,425 Property and equipment 2,110 13,355 Intangible assets 575,573 591,973 Other 75,043 33,547 Total gross deferred tax assets 987,999 969,852 Less valuation allowance ( 171,676 ) ( 858,933 ) Total deferred tax assets 816,323 110,919 Deferred tax liabilities: Investments ( 124,544 ) ( 100,283 ) Loss contracts ( 14,613 ) ( 16,248 ) Other ( 77,355 ) ( 10,765 ) Total gross deferred tax liabilities ( 216,512 ) ( 127,296 ) Net deferred tax assets (liabilities) $ 599,811 $ ( 16,377 ) Of the $ 599.8 million of net deferred tax assets and $ 16.4 million of net deferred tax liabilities as of December 31, 2022 and 2021, $ 771.4 million and $ 36.4 million, respectively, were recorded in deferred income taxes, and $ 171.6 million and $ 52.8 million, respectively, were recorded in other long-term liabilities in the consolidated balance sheets. |
Schedule of Aggregate Changes to The Liability for Unrecognized Tax Benefits, Excluding Interest and Penalties | The aggregate changes to the liability for unrecognized tax benefits, excluding interest and penalties, were as follows (in thousands): December 31, 2022 2021 2020 Beginning Balance $ 40,016 $ 34,425 $ 27,661 Acquisitions — 853 7,069 Gross increases 11,892 16,623 7,723 Gross decreases ( 1,189 ) ( 11,087 ) ( 8,092 ) Lapse of statute of limitations ( 6,156 ) ( 604 ) ( 373 ) Translation Adjustments ( 2,185 ) ( 194 ) 437 Ending Balance $ 42,378 $ 40,016 $ 34,425 The Company recognized interest and penalties related to unrecognized tax benefits in its provisions for income taxes. The gross amount of interest accrued as of December 31, 2022, 2021 and 2020 related to unrecognized tax benefits is $ 9.5 million, $ 6.1 million and $ 4.1 million, respectively. For the years ended December 31, 2022, 2021 and 2020, the Company recognized increases in interest of $ 3.4 million, $ 1.9 million and $ 0.6 million, respectively with $ 3.6 million, $ 1.9 million and $ 0.6 million, respectively recorded through the income tax provision. The gross amount of penalties accrued as of December 31, 2022, 2021 and 2020 is de minimis. As of December 31, 2022, approximately $ 52.2 million would affect the Company’s effective tax rate upon resolution of the uncertain tax positions. Where applicable, the Company records unrecognized tax benefits against related deferred tax assets from net operating loss or foreign tax credit carry forwards. |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Company's Revenue Disaggregated by Primary Revenue | The following table presents the Company’s revenue disaggregated by primary revenue sources for the years ended December 31, 2022, 2021 and 2020 (in thousands): Year Ended December 31, 2022 Owned Sports Properties Events, Experiences Representation Total Media rights $ 674,043 $ 637,956 $ — $ 1,311,999 Media production, distribution and content 6,113 322,913 288,477 617,503 Events and performance 652,179 1,491,097 — 2,143,276 Talent representation and licensing — — 900,431 900,431 Marketing — — 323,242 323,242 Eliminations — — — ( 28,314 ) Total $ 1,332,335 $ 2,451,966 $ 1,512,150 $ 5,268,137 Year Ended December 31, 2021 Owned Sports Properties Events, Experiences & Rights Representation Total Media rights $ 642,879 $ 923,969 $ — $ 1,566,848 Media production, distribution and content 5,700 347,126 1,023,798 1,376,624 Events and performance 459,628 760,188 — 1,219,816 Talent representation and licensing — — 698,679 698,679 Marketing — — 237,280 237,280 Eliminations — — — ( 21,534 ) Total $ 1,108,207 $ 2,031,283 $ 1,959,757 $ 5,077,713 Year Ended December 31, 2020 Owned Sports Properties Events, Experiences & Rights Representation Total Media rights $ 555,124 $ 785,374 $ — $ 1,340,498 Media production, distribution and content 5,956 259,939 278,735 544,630 Events and performance 391,544 548,196 — 939,740 Talent representation and licensing — — 474,704 474,704 Marketing — — 190,434 190,434 Eliminations — — — ( 11,263 ) Total $ 952,624 $ 1,593,509 $ 943,873 $ 3,478,743 |
Summary of Transaction Price Related to These Future Obligation | The following table presents the aggregate amount of transaction price allocated to remaining performance obligations for contracts greater than one year with unsatisfied or partially satisfied performance obligations as of December 31, 2022 (in thousands). The transaction price related to these future obligations does not include any variable consideration. Years Ending 2023 $ 1,805,472 2024 1,359,995 2025 1,173,223 2026 249,386 2027 178,624 Thereafter 474,105 $ 5,240,805 |
Summary of Company's Contract Liabilities | The following table presents the Company’s contract liabilities as of December 31, 2022 and 2021 (in thousands): Description Balance at Beginning of Year Additions Deductions Acquisitions Held for Sale Foreign Exchange Balance at End of Year Deferred revenue - current $ 651,760 $ 2,535,295 $ ( 2,501,776 ) $ 26,974 $ ( 1,889 ) $ 5,783 $ 716,147 Deferred revenue - noncurrent $ 62,155 $ 32,923 $ ( 5,118 ) $ 2,082 $ — $ ( 204 ) $ 91,838 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Revenue | Revenue Years Ended December 31, 2022 2021 2020 Owned Sports Properties $ 1,332,335 $ 1,108,207 $ 952,624 Events, Experiences & Rights 2,451,966 2,031,283 1,593,509 Representation 1,512,150 1,959,757 943,873 Eliminations ( 28,314 ) ( 21,534 ) ( 11,263 ) Total consolidated revenue $ 5,268,137 $ 5,077,713 $ 3,478,743 |
Schedule of Reconciliation of Segment Profitability | Reconciliation of segment profitability Years Ended December 31, 2022 2021 2020 Owned Sports Properties $ 648,158 $ 537,627 $ 457,589 Events, Experiences & Rights 342,644 215,578 59,224 Representation 469,757 383,388 211,977 Corporate ( 297,031 ) ( 256,277 ) ( 145,240 ) Adjusted EBITDA 1,163,528 880,316 583,550 Reconciling items: Equity losses (earnings) of affiliates 5,038 ( 3,402 ) 8,963 Interest expense, net ( 282,255 ) ( 268,677 ) ( 284,586 ) Depreciation and amortization ( 266,775 ) ( 282,883 ) ( 310,883 ) Equity-based compensation expense ( 210,163 ) ( 532,467 ) ( 91,271 ) Merger, acquisition and earn-out costs ( 68,728 ) ( 60,904 ) ( 22,178 ) Certain legal costs ( 16,051 ) ( 5,451 ) ( 12,520 ) Restructuring, severance and impairment ( 13,258 ) ( 8,490 ) ( 271,868 ) Fair value adjustment - equity investments 12,029 21,558 ( 469 ) COVID-19 related costs — — ( 13,695 ) Gain on sale of the restricted Endeavor Content business 463,641 — — Tax receivable agreement liability adjustment ( 873,264 ) ( 101,736 ) — Other ( 16,977 ) ( 54,887 ) 58,240 Loss before income taxes and equity losses of affiliates $ ( 103,235 ) $ ( 417,023 ) $ ( 356,717 ) |
Revenue by geographic area | Revenue by geographic area Years Ended December 31, 2022 2021 2020 United States $ 3,995,297 $ 3,692,000 $ 2,407,088 United Kingdom 1,044,227 1,247,312 966,836 Rest of world 228,613 138,401 104,819 Total revenue $ 5,268,137 $ 5,077,713 $ 3,478,743 |
Long-lived Assets by Geographic Areas | Long-lived assets by geographic area December 31, 2022 2021 United States $ 607,586 $ 558,401 United Kingdom 70,182 55,848 Rest of world 18,534 15,558 Total long-lived assets $ 696,302 $ 629,807 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Summary of company's operating leases | The following table presents information on the Company’s operating leases for the years ended December 31, 2022 and 2021 (in thousands): Years Ended December 31, 2022 2021 Cash paid for amounts included in the measurement of operating lease liabilities $ 86,614 $ 78,984 Right-of-use assets obtained in exchange for operating lease obligations $ 37,004 $ 59,768 Weighted average remaining lease term (in years) 6.2 7.5 Weighted average discount rate 6.7 % 6.6 % |
Summary of undiscounted cash flow for the operations lease | The following table reconciles the undiscounted cash flows for the operating leases as of December 31, 2022 to the operating lease liabilities recorded in the consolidated balance sheet (in thousands): Years Ending December 31, 2023 $ 88,316 2024 85,941 2025 80,394 2026 76,950 2027 60,977 Thereafter 87,328 Total future minimum lease payments 479,906 Less: imputed interest ( 86,637 ) Present value of future minimum lease payments 393,269 Less: current portion of operating lease liabilities ( 65,381 ) Long-term operating lease liabilities $ 327,888 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Purchase Commitments | The following is a summary of the Company’s annual commitments under certain guaranteed agreements as of December 31, 2022 (in thousands): Payments due by period Total 2023 2024 - 2025 2026 - 2027 After 2027 Purchase/guarantee agreements $ 2,973,150 $ 789,435 $ 884,842 $ 750,065 $ 548,808 |
RELATED PARTY TRANSACTIONS (Ta
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The Company has the following related party transactions as of December 31, 2022 and 2021 and for the years ended December 31, 2022, 2021 and 2020 (in thousands): December 31, 2022 2021 Other current assets $ 17,827 $ 4,728 Investments 2,146 — Other assets — 322 Deferred revenue 825 264 Other current liabilities 3,801 2,431 Years Ended December 31, 2022 2021 2020 Revenue $ 45,341 $ 24,487 $ 11,233 Direct operating costs 17,993 7,998 6,458 Selling, general and administrative expenses 16,614 16,943 17,274 Interest expense, net — — 1,206 Other (expense) income, net ( 6,806 ) 3,500 3,500 |
DESCRIPTION OF BUSINESS AND O_2
DESCRIPTION OF BUSINESS AND ORGANIZATION - Additional Information (Detail) - $ / shares | 12 Months Ended | |
May 03, 2021 | Dec. 31, 2022 | |
Subsidiary or Equity Method Investee [Line Items] | ||
Percentage of equity interest acquired in subsidiary | 100% | |
Common Class A [Member] | New And Current Investors | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Number of shares issued | 75,584,747 | |
Common Class A [Member] | Endeavor Group Holdings | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Number of shares issued | 57,378,497 | |
Share price | $ 24 | |
Common Class A [Member] | IPO [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Stock issued during period shares | 24,495,000 | |
Shares issued price per share | $ 24 | |
Common Class A [Member] | Over-Allotment Option [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Stock issued during period shares | 3,195,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Additional Information) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Realized and unrealized foreign currency transaction losses | $ 27.8 | $ 17.2 | $ 2.1 |
payment to tax receivable agreement percentage | 0.85 | ||
concentration of credit risk description | As of December 31, 2022 and 2021, no single customer accounted for 10% or more of the Company’s accounts receivable. For the years ended December 31, 2022, 2021 and 2020, there was one customer who accounted for more than 10% of the Company’s revenue. | ||
Minimum [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Effective income tax rate reconciliation, recognized tax settlement | 50% |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Estimated Useful Lives of Property And Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Building [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment Useful Lives (in years) | 40 years |
Building [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment Useful Lives (in years) | 35 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, Estimated Useful Lives | Lesser of useful life or lease term |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment Useful Lives (in years) | 28 years 6 months |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment Useful Lives (in years) | 2 years |
Production Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment Useful Lives (in years) | 7 years |
Production Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment Useful Lives (in years) | 3 years |
Computer Hardware And Software [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment Useful Lives (in years) | 5 years |
Computer Hardware And Software [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment Useful Lives (in years) | 2 years |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Estimated Useful Lives of Finite-lived Intangible assets (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Trade names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life (in years) | 17 years 1 month 6 days | 17 years 3 months 18 days |
Trade names [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life (in years) | 20 years | |
Trade names [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life (in years) | 2 years | |
Customer relationships [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life (in years) | 22 years | |
Customer relationships [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life (in years) | 2 years | |
Internally Developed Technology [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life (in years) | 15 years | |
Internally Developed Technology [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life (in years) | 2 years | |
Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life (in years) | 4 years 2 months 12 days | 14 years 3 months 18 days |
Other [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life (in years) | 12 years | |
Other [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life (in years) | 2 years |
ACQUISITIONS AND DIVESTITURES -
ACQUISITIONS AND DIVESTITURES - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Mar. 20, 2020 | Jan. 01, 2020 | Sep. 30, 2022 | Aug. 31, 2022 | May 31, 2022 | Apr. 30, 2022 | Jan. 31, 2022 | Jan. 31, 2020 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 31, 2021 | Apr. 30, 2021 | |
Business Acquisition [Line Items] | ||||||||||||||
Acquisitions | $ 1,500 | $ 4,245 | ||||||||||||
Acquisition cash paid | 1,434,515 | 436,372 | $ 317,929 | |||||||||||
Goodwill | 5,284,697 | 4,506,554 | 4,181,179 | |||||||||||
Proceeds from business divestitures, net of cash sold | 924,751 | 0 | 0 | |||||||||||
Cash and cash equivalents | 16,600 | |||||||||||||
Net gain recognized | $ 463,600 | |||||||||||||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration] | Nonoperating Income (Expense) | |||||||||||||
Gain related to the remeasurement of retained interest | $ 121,100 | |||||||||||||
Transaction costs | 15,000 | |||||||||||||
Revenue | 5,268,137 | 5,077,713 | 3,478,743 | |||||||||||
Net income (loss) attributable to EGH common shareholders | 129,133 | $ (296,625) | 0 | |||||||||||
Deconsolidation, Gain (Loss), Amount | $ 8,100 | |||||||||||||
Endeavor [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Proceeds from business divestitures, net of cash sold | 666,300 | |||||||||||||
Fair Value of Equity Method Investment | 196,300 | |||||||||||||
Wishstar Enterprises Limited [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Equity Method Investment, Ownership Percentage | 100% | |||||||||||||
Asian Tour Limited [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Equity Method Investment, Ownership Percentage | 50% | |||||||||||||
Assets Held For Sale [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Assets and liabilities held for sale | 12,000 | |||||||||||||
Liabilities Held For Sale [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Assets and liabilities held for sale | $ 2,700 | |||||||||||||
Maximum [Member] | Endeavor [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Equity Method Investment, Ownership Percentage | 50% | |||||||||||||
Minimum [Member] | Endeavor [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Equity Method Investment, Ownership Percentage | 6% | |||||||||||||
On Location Events, LLC [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Acquisitions | $ 441,100 | |||||||||||||
Cash consideration | $ 366,400 | |||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 13.50% | |||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 65,200 | |||||||||||||
Business Combination, Consideration Transferred, Contingent Premium Payment | $ 9,500 | $ 41,000 | ||||||||||||
Share Price Per Unit Percentage | 32% | |||||||||||||
Business Acquisition, Transaction Costs | 13,700 | |||||||||||||
Goodwill | $ 387,542 | |||||||||||||
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life | 10 years 8 months 12 days | |||||||||||||
On Location Events, LLC [Member] | Endeavor [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Equity Method Investment, Ownership Percentage | 44.90% | |||||||||||||
On Location Events, LLC [Member] | Trade Names [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Finite-lived contract based intangible asset | $ 75,400 | |||||||||||||
Other 2020 Acquisition [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Acquisitions | $ 37,000 | |||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 50% | |||||||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage | 50% | |||||||||||||
Finite-lived contract based intangible asset | $ 46,400 | |||||||||||||
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life | 2 years | |||||||||||||
Equity Securities, FV-NI, Unrealized Gain (Loss) | $ 27,100 | |||||||||||||
Other 2020 Acquisition [Member] | Trade Names [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Goodwill | $ 8,600 | |||||||||||||
FlightScope and NCSA [Member] | Selling, General and Administrative Expenses [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business Acquisition, Transaction Costs | $ 10,700 | |||||||||||||
FlightScope [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Goodwill | $ 33,550 | |||||||||||||
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life | 4 years 4 months 24 days | |||||||||||||
FlightScope [Member] | Trade Names [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Finite-lived contract based intangible asset | $ 0 | |||||||||||||
NCSA [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Goodwill | $ 214,106 | |||||||||||||
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life | 5 years 2 months 12 days | |||||||||||||
NCSA [Member] | Trade Names [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Finite-lived contract based intangible asset | $ 21,100 | |||||||||||||
Mailman [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Goodwill | $ 22,342 | |||||||||||||
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life | 7 years 7 months 6 days | |||||||||||||
Mailman [Member] | Trade Names [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Finite-lived contract based intangible asset | $ 800 | |||||||||||||
DBH [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Acquisitions | $ 64,200 | $ 280,100 | ||||||||||||
Goodwill | 25,585 | |||||||||||||
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life | 18 years 2 months 12 days | |||||||||||||
Net gain recognized | 23,300 | |||||||||||||
DBH [Member] | Trade Names [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Finite-lived contract based intangible asset | 0 | |||||||||||||
Mutua Madrid Open [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Acquisitions | $ 386,100 | |||||||||||||
Consideration payable | 31,800 | |||||||||||||
Contingent consideration payable | $ 600 | |||||||||||||
Goodwill | 14,419 | |||||||||||||
Mutua Madrid Open [Member] | Trade Names [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Finite-lived contract based intangible asset | 0 | |||||||||||||
Barrett Jackson Holdings Llc [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Acquisitions | $ 256,900 | |||||||||||||
Aggregate consideration | $ 244,400 | |||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 55% | |||||||||||||
Goodwill | $ 330,880 | |||||||||||||
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life | 6 years 2 months 12 days | |||||||||||||
Barrett Jackson Holdings Llc [Member] | Common Class A [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Number of shares issued to acquire entity | 563,935 | |||||||||||||
Issuance of Class A common stock due to exchanges | $ 12,500 | |||||||||||||
Barrett Jackson Holdings Llc [Member] | Trade Names [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Finite-lived contract based intangible asset | $ 120,900 | |||||||||||||
OpenBet [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Acquisitions | $ 847,100 | |||||||||||||
Aggregate consideration | $ 800,400 | |||||||||||||
Goodwill | $ 477,282 | |||||||||||||
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life | 11 years 7 months 6 days | |||||||||||||
OpenBet [Member] | Common Class A [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Number of shares issued to acquire entity | 2,305,794 | |||||||||||||
Issuance of Class A common stock due to exchanges | $ 46,700 | |||||||||||||
OpenBet [Member] | Trade Names [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Finite-lived contract based intangible asset | $ 67,000 | |||||||||||||
Diamond Baseball Holdings and Madrid Open [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life | 18 years 8 months 12 days | |||||||||||||
Diamond Baseball Holdings and Madrid Open [Member] | Selling, General and Administrative Expenses [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business Acquisition, Transaction Costs | $ 31,600 | |||||||||||||
Four PDL Clubs, Madrid Open, Barrett-Jackson, and OpenBet [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Revenue | 149,800 | |||||||||||||
Net income (loss) attributable to EGH common shareholders | $ 32,000 | |||||||||||||
EGH [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Total purchase price | 3,900 | |||||||||||||
Purchase price including contingent consideration | $ 900 | $ 900 | ||||||||||||
Acquisition intangible | $ 13,800 | |||||||||||||
Cash consideration | $ 15,600 | |||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 73.50% | |||||||||||||
Acquisition cash paid | $ 4,600 | |||||||||||||
Finite-lived contract based intangible asset | $ 4,200 | |||||||||||||
EGH [Member] | Common Class A [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Number of shares issued to acquire entity | 396,917 | |||||||||||||
Value of shares issued for acquisition | $ 11,000 | |||||||||||||
EGH [Member] | Maximum [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life | 10 years | |||||||||||||
EGH [Member] | Minimum [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life | 5 years | |||||||||||||
Flightscope, Next College Student Athlete, and Mailman [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Acquisitions | $ 469,600 |
ACQUISITIONS AND DIVESTITURES_2
ACQUISITIONS AND DIVESTITURES - Schedule of Fair Values of the Assets Acquired and the Liabilities Assumed in the Business Combination (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Intangible assets: | |||
Goodwill | $ 5,284,697 | $ 4,506,554 | $ 4,181,179 |
Redeemable non-controlling interests | 253,079 | 209,863 | |
On Location Events LLC [Member] | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 45,230 | ||
Restricted cash | 86 | ||
Accounts receivable | 10,316 | ||
Deferred costs | 99,184 | ||
Other current assets | 53,893 | ||
Property and equipment | 4,361 | ||
Operating lease right-of-use assets | 3,509 | ||
Other assets | 74,193 | ||
Intangible assets: | |||
Goodwill | 387,542 | ||
Accounts payable and accrued expenses | (55,927) | ||
Other current liabilities | (28,224) | ||
Deferred revenue | (175,790) | ||
Debt | (217,969) | ||
Other liabilities | (24,377) | ||
Operating lease liabilities | 3,509 | ||
Redeemable non-controlling interests | 57,900 | ||
Non-redeemable non-controlling interest | (5,635) | ||
Net assets acquired | 441,102 | ||
On Location Events LLC [Member] | Trade names [Member] | |||
Intangible assets: | |||
Intangible assets | 75,400 | ||
On Location Events LLC [Member] | Customer relationships [Member] | |||
Intangible assets: | |||
Intangible assets | $ 198,819 | ||
FlightScope [Member] | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 1,042 | ||
Accounts receivable | 475 | ||
Deferred costs | 94 | ||
Other current assets | 1,640 | ||
Property and equipment | 1,089 | ||
Right of use assets | 1,272 | ||
Investments | 0 | ||
Other assets | 1,056 | ||
Intangible assets: | |||
Goodwill | 33,550 | ||
Accounts payable and accrued expenses | (806) | ||
Other current liabilities | (187) | ||
Operating lease liability | (1,272) | ||
Deferred revenue | (631) | ||
Debt | 0 | ||
Other liabilities | (4,334) | ||
Net assets acquired | 51,088 | ||
FlightScope [Member] | Trade names [Member] | |||
Intangible assets: | |||
Intangible assets | 0 | ||
FlightScope [Member] | Customer relationships [Member] | |||
Intangible assets: | |||
Intangible assets | 2,700 | ||
FlightScope [Member] | Internally developed software [Member] | |||
Intangible assets: | |||
Intangible assets | 15,400 | ||
FlightScope [Member] | Other [Member] | |||
Intangible assets: | |||
Intangible assets | 0 | ||
NCSA [Member] | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 3,655 | ||
Accounts receivable | 5,619 | ||
Deferred costs | 1,096 | ||
Other current assets | 10,238 | ||
Property and equipment | 2,804 | ||
Right of use assets | 4,951 | ||
Investments | 0 | ||
Other assets | 5,472 | ||
Intangible assets: | |||
Goodwill | 214,106 | ||
Accounts payable and accrued expenses | (20,855) | ||
Other current liabilities | (10,318) | ||
Operating lease liability | (4,951) | ||
Deferred revenue | (51,617) | ||
Debt | 0 | ||
Other liabilities | (31,603) | ||
Net assets acquired | 196,797 | ||
NCSA [Member] | Trade names [Member] | |||
Intangible assets: | |||
Intangible assets | 21,100 | ||
NCSA [Member] | Customer relationships [Member] | |||
Intangible assets: | |||
Intangible assets | 10,000 | ||
NCSA [Member] | Internally developed software [Member] | |||
Intangible assets: | |||
Intangible assets | 37,100 | ||
NCSA [Member] | Other [Member] | |||
Intangible assets: | |||
Intangible assets | 0 | ||
Mailman [Member] | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 16,598 | ||
Accounts receivable | 11,292 | ||
Deferred costs | 476 | ||
Other current assets | 1,713 | ||
Property and equipment | 585 | ||
Right of use assets | 359 | ||
Investments | 1,239 | ||
Other assets | 2,085 | ||
Intangible assets: | |||
Goodwill | 22,342 | ||
Accounts payable and accrued expenses | (16,255) | ||
Other current liabilities | (1,606) | ||
Operating lease liability | (359) | ||
Deferred revenue | (972) | ||
Debt | (4,338) | ||
Other liabilities | (3,485) | ||
Net assets acquired | 42,874 | ||
Mailman [Member] | Trade names [Member] | |||
Intangible assets: | |||
Intangible assets | 800 | ||
Mailman [Member] | Customer relationships [Member] | |||
Intangible assets: | |||
Intangible assets | 12,400 | ||
Mailman [Member] | Internally developed software [Member] | |||
Intangible assets: | |||
Intangible assets | 0 | ||
Mailman [Member] | Other [Member] | |||
Intangible assets: | |||
Intangible assets | 0 | ||
DBH [Member] | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 0 | ||
Accounts receivable | 89 | ||
Deferred costs | 0 | ||
Other current assets | 491 | ||
Property and equipment | 4,403 | ||
Right of use assets | 7,270 | ||
Investments | 0 | ||
Other assets | 103 | ||
Intangible assets: | |||
Goodwill | 25,585 | ||
Accounts payable and accrued expenses | (93) | ||
Other current liabilities | (56) | ||
Operating lease liability | (9,470) | ||
Deferred revenue | (1,455) | ||
Debt | 0 | ||
Other liabilities | 0 | ||
Redeemable non-controlling interests | 0 | ||
Net assets acquired | 64,237 | ||
DBH [Member] | Trade names [Member] | |||
Intangible assets: | |||
Intangible assets | 0 | ||
DBH [Member] | Customer relationships [Member] | |||
Intangible assets: | |||
Intangible assets | 1,960 | ||
DBH [Member] | Internally developed software [Member] | |||
Intangible assets: | |||
Intangible assets | 0 | ||
DBH [Member] | Owned events [Member] | |||
Intangible assets: | |||
Intangible assets | 0 | ||
DBH [Member] | Other [Member] | |||
Intangible assets: | |||
Intangible assets | 35,410 | ||
DBH 2021 Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 1,133 | ||
Accounts receivable | 1,027 | ||
Deferred costs | 0 | ||
Other current assets | 1,565 | ||
Property and equipment | 5,425 | ||
Right of use assets | 37,087 | ||
Investments | 0 | ||
Other assets | 942 | ||
Intangible assets: | |||
Goodwill | 66,379 | ||
Accounts payable and accrued expenses | (2,287) | ||
Other current liabilities | (171) | ||
Operating lease liability | (31,487) | ||
Deferred revenue | (4,720) | ||
Debt | (250) | ||
Other liabilities | (1,754) | ||
Net assets acquired | 178,839 | ||
DBH 2021 Acquisition [Member] | Trade names [Member] | |||
Intangible assets: | |||
Intangible assets | 0 | ||
DBH 2021 Acquisition [Member] | Customer relationships [Member] | |||
Intangible assets: | |||
Intangible assets | 8,540 | ||
DBH 2021 Acquisition [Member] | Internally developed software [Member] | |||
Intangible assets: | |||
Intangible assets | 0 | ||
DBH 2021 Acquisition [Member] | Other [Member] | |||
Intangible assets: | |||
Intangible assets | $ 97,410 | ||
Mutua Madrid Open [Member] | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 18,659 | ||
Accounts receivable | 2,123 | ||
Deferred costs | 1,124 | ||
Other current assets | 470 | ||
Property and equipment | 162 | ||
Right of use assets | 0 | ||
Investments | 0 | ||
Other assets | 381 | ||
Intangible assets: | |||
Goodwill | 14,419 | ||
Accounts payable and accrued expenses | (1,609) | ||
Other current liabilities | 0 | ||
Operating lease liability | 0 | ||
Deferred revenue | (20,780) | ||
Debt | 0 | ||
Other liabilities | (3,508) | ||
Redeemable non-controlling interests | 0 | ||
Net assets acquired | 418,511 | ||
Mutua Madrid Open [Member] | Trade names [Member] | |||
Intangible assets: | |||
Intangible assets | 0 | ||
Mutua Madrid Open [Member] | Customer relationships [Member] | |||
Intangible assets: | |||
Intangible assets | 0 | ||
Mutua Madrid Open [Member] | Internally developed software [Member] | |||
Intangible assets: | |||
Intangible assets | 0 | ||
Mutua Madrid Open [Member] | Owned events [Member] | |||
Intangible assets: | |||
Intangible assets | 407,070 | ||
Mutua Madrid Open [Member] | Other [Member] | |||
Intangible assets: | |||
Intangible assets | 0 | ||
Barrett Jackson Holdings Llc [Member] | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 10,783 | ||
Accounts receivable | 1,706 | ||
Deferred costs | 0 | ||
Other current assets | 1,386 | ||
Property and equipment | 4,290 | ||
Right of use assets | 6,828 | ||
Investments | 0 | ||
Other assets | 0 | ||
Intangible assets: | |||
Goodwill | 330,880 | ||
Accounts payable and accrued expenses | (7,009) | ||
Other current liabilities | 0 | ||
Operating lease liability | (4,458) | ||
Deferred revenue | (667) | ||
Debt | (11,439) | ||
Other liabilities | 0 | ||
Redeemable non-controlling interests | (210,150) | ||
Net assets acquired | 256,850 | ||
Barrett Jackson Holdings Llc [Member] | Trade names [Member] | |||
Intangible assets: | |||
Intangible assets | 120,900 | ||
Barrett Jackson Holdings Llc [Member] | Customer relationships [Member] | |||
Intangible assets: | |||
Intangible assets | 12,500 | ||
Barrett Jackson Holdings Llc [Member] | Internally developed software [Member] | |||
Intangible assets: | |||
Intangible assets | 1,300 | ||
Barrett Jackson Holdings Llc [Member] | Owned events [Member] | |||
Intangible assets: | |||
Intangible assets | 0 | ||
Barrett Jackson Holdings Llc [Member] | Other [Member] | |||
Intangible assets: | |||
Intangible assets | 0 | ||
OpenBet [Member] | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 49,795 | ||
Accounts receivable | 49,838 | ||
Deferred costs | 0 | ||
Other current assets | 13,443 | ||
Property and equipment | 5,103 | ||
Right of use assets | 8,401 | ||
Investments | 1,100 | ||
Other assets | 6,033 | ||
Intangible assets: | |||
Goodwill | 477,282 | ||
Accounts payable and accrued expenses | (13,784) | ||
Other current liabilities | (14,315) | ||
Operating lease liability | (8,401) | ||
Deferred revenue | (5,983) | ||
Debt | 0 | ||
Other liabilities | (75,726) | ||
Redeemable non-controlling interests | 0 | ||
Net assets acquired | 847,086 | ||
OpenBet [Member] | Trade names [Member] | |||
Intangible assets: | |||
Intangible assets | 67,000 | ||
OpenBet [Member] | Customer relationships [Member] | |||
Intangible assets: | |||
Intangible assets | 134,000 | ||
OpenBet [Member] | Internally developed software [Member] | |||
Intangible assets: | |||
Intangible assets | 139,000 | ||
OpenBet [Member] | Owned events [Member] | |||
Intangible assets: | |||
Intangible assets | 0 | ||
OpenBet [Member] | Other [Member] | |||
Intangible assets: | |||
Intangible assets | $ 14,300 |
ACQUISITIONS AND DIVESTITURES_3
ACQUISITIONS AND DIVESTITURES - Summary of Major Classes of Assets And Liabilities Held For Sale (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Cash and cash equivalents | $ 767,828 | $ 1,560,995 | ||
Accounts receivable | 917,000 | 615,010 | ||
Other current assets | 293,206 | 204,697 | ||
Property and equipment | 696,302 | 629,807 | ||
Operating lease right-of-use assets | 346,550 | 373,652 | ||
Goodwill | 5,284,697 | 4,506,554 | $ 4,181,179 | |
Investments | [1] | 336,973 | 298,212 | |
Total assets | 12,503,842 | 11,434,517 | ||
Other current liabilities | 157,773 | 105,053 | ||
Operating lease liabilities | 393,269 | |||
Other long-term liabilities | 171,600 | 52,800 | ||
Total liabilities | $ 9,197,270 | 9,103,191 | ||
Franchise Agreement [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Cash and cash equivalents | 27,283 | |||
Restricted Cash | 1,452 | |||
Accounts receivable | 205,760 | |||
Other current assets | 69,906 | |||
Property and equipment | 1,879 | |||
Operating lease right-of-use assets | 18,304 | |||
Goodwill | 10,812 | |||
Investments | 25,329 | |||
Other assets | 524,908 | |||
Total assets | 885,633 | |||
Accounts payable and accrued expenses | 54,837 | |||
Deposits received on behalf of clients | 424 | |||
Deferred Revenue | 129,612 | |||
Other current liabilities | 399 | |||
Debt | 241,999 | |||
Operating lease liabilities | 24,224 | |||
Other long-term liabilities | 55,808 | |||
Total liabilities | $ 507,303 | |||
[1] (2) As of December 31, 2021, the Company had $ 25.3 million of investments, which were classified within assets held for sale. |
SUPPLEMENTARY DATA - Summary Pr
SUPPLEMENTARY DATA - Summary Property and equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 1,207,872 | $ 1,073,751 |
Less: accumulated depreciation | (511,570) | (443,944) |
Total property and equipment, net | 696,302 | 629,807 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 125,615 | 117,713 |
Building improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 508,095 | 484,288 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 176,046 | 163,427 |
Office, computer, production and other equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 143,844 | 104,878 |
Computer software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 187,150 | 138,081 |
Construction in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 67,122 | $ 65,364 |
SUPPLEMENTARY DATA - Additional
SUPPLEMENTARY DATA - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Amortization of leasehold improvements | $ 511,570 | $ 443,944 | |
Assets held for sale | 12,013 | 885,633 | |
Unamortized cost in year one | 162,152 | ||
Unamortized cost in year two | 146,668 | ||
Unamortized cost in year three | 130,117 | ||
Total | 1,280,324 | 1,183,254 | |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Amortization of leasehold improvements | $ 97,000 | $ 91,700 | $ 85,400 |
SUPPLEMENTARY DATA - Summary of
SUPPLEMENTARY DATA - Summary of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued Liabilities, Current [Abstract] | ||
Accrued operating expenses | $ 254,737 | $ 302,024 |
Payroll, bonuses and benefits | 176,315 | 162,688 |
Other | 94,187 | 59,349 |
Total accrued liabilities | $ 525,239 | $ 524,061 |
SUPPLEMENTARY DATA - Summary _2
SUPPLEMENTARY DATA - Summary of Valuation and Qualifying Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Balance at Beginning of Year | $ 57,102 | $ 67,975 | $ 32,139 |
ASU 2016-13 adoption | (3,053,493) | (2,121,463) | |
Additions/Charged (Credited) to Costs and Expenses | 14,639 | 6,384 | 44,547 |
Deductions | (15,061) | (14,198) | (11,528) |
Foreign Exchange | (1,914) | (603) | 1,014 |
Assets held for sale | (2,456) | ||
Balance at End of Period | $ 54,766 | $ 57,102 | 67,975 |
Accounting Standards Update 2016-13 [Member] | |||
ASU 2016-13 adoption | $ (1,803) |
SUPPLEMENTARY DATA - Summary _3
SUPPLEMENTARY DATA - Summary of Deferred Tax Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Valuation Allowance [Abstract] | |||
Balance at Beginning | $ 858,933 | $ 115,556 | $ 169,010 |
Additions/Charged to Costs and Expenses, Net | (685,975) | 743,506 | (53,819) |
Foreign Exchange | (1,282) | (129) | 365 |
Balance at End of Period | $ 171,676 | $ 858,933 | $ 115,556 |
SUPPLEMENTARY DATA - Summary _4
SUPPLEMENTARY DATA - Summary of Supplemental Cash Flow (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Supplemental information: | |||
Cash paid for interest | $ 242,972 | $ 190,333 | $ 241,577 |
Cash payments for income taxes | 44,528 | 34,306 | 33,625 |
Non-cash investing and financing activities: | |||
Capital expenditures included in accounts payable and accrued liabilities | 32,940 | 10,609 | 2,173 |
Contingent consideration in connection with acquisitions | 1,500 | 4,245 | 9,947 |
Establishment and acquisition of non-controlling interests | 346,495 | 3,635 | |
Establishment and acquisition of non-controlling interests | 414,985 | 3,087,301 | 3,635 |
Accretion of redeemable non-controlling interests | (83,225) | (36,243) | (10,620) |
Investment in affiliates retained from a business divestiture | 202,220 | 0 | 0 |
Deferred consideration in connection with acquisitions | 31,770 | 0 | 0 |
Tax receivable agreement liability adjustment, net of deferred tax benefits | 819 | 32,081 | 0 |
Accrued redemption of units included in other current liabilities | 0 | 0 | 49,070 |
Purchase of Class A Common Units | 0 | 0 | 47,656 |
Promissory note extinguishment | 0 | 0 | 17,092 |
Commercial Paper [Member] | |||
Non-cash investing and financing activities: | |||
Issuance of promissory note | 0 | 0 | 15,885 |
Common Class A [Member] | |||
Non-cash investing and financing activities: | |||
Purchase of Class A Common Units | $ 70,254 | $ 0 | $ 0 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible asset amortization expense | $ 169.8 | $ 191.2 | $ 225.5 |
Goodwill impairment loss | $ 0.7 | 4.5 | 158.5 |
Impairment charges | 62 | ||
Events Experiences And Rights [Member] | |||
Impairment charges | 2 | 55.8 | |
Representation [Member] | |||
Impairment charges | $ 2.5 | $ 6.2 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Summary of Changes in the Carrying Value of Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Line Items] | ||
Beginning Balance | $ 4,506,554 | $ 4,181,179 |
Acquisitions | 861,956 | 343,874 |
Divestiture | (100,354) | (2,478) |
Impairment | (689) | (4,524) |
Assets held for sale | (3,607) | (10,812) |
Foreign currency translation and other | 20,837 | (685) |
Ending Balance | 5,284,697 | 4,506,554 |
Owned Sports Properties [Member] | ||
Goodwill [Line Items] | ||
Beginning Balance | 2,741,048 | 2,674,038 |
Acquisitions | 25,585 | 67,010 |
Divestiture | (91,964) | 0 |
Impairment | 0 | 0 |
Assets held for sale | 0 | 0 |
Foreign currency translation and other | (631) | 0 |
Ending Balance | 2,674,038 | 2,741,048 |
Events, Experiences & Rights [Member] | ||
Goodwill [Line Items] | ||
Beginning Balance | 1,266,144 | 1,011,217 |
Acquisitions | 836,371 | 258,025 |
Divestiture | (8,390) | (432) |
Impairment | (689) | (1,979) |
Assets held for sale | (3,607) | 0 |
Foreign currency translation and other | 22,574 | (687) |
Ending Balance | 2,112,403 | 1,266,144 |
Representation [Member] | ||
Goodwill [Line Items] | ||
Beginning Balance | 499,362 | 495,924 |
Acquisitions | 0 | 18,839 |
Divestiture | 0 | (2,046) |
Impairment | 0 | (2,545) |
Assets held for sale | 0 | (10,812) |
Foreign currency translation and other | (1,106) | 2 |
Ending Balance | $ 498,256 | $ 499,362 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Summary of Changes in the Carrying Value of Goodwill (Parenthetical) (Detail) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Accumulated Impairment Losses | $ 192.7 | $ 192 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Summary of Company's Identifiable Intangible Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total Amortized Gross | $ 2,834,463 | $ 2,598,636 |
Total Intangible Assets Gross | 3,759,722 | 3,027,066 |
Accumulated Amortization | (1,554,139) | (1,415,382) |
Carrying Value | 1,280,324 | 1,183,254 |
Total Intangible Assets Carrying Value | 2,205,583 | 1,611,684 |
Indefinite-Lived Trade Names | 447,559 | 340,029 |
Owned events [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-Lived Owned Events | 463,481 | $ 88,401 |
Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived other | $ 14,219 | |
Trade names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Estimated Useful Life (in years) | 17 years 1 month 6 days | 17 years 3 months 18 days |
Total Amortized Gross | $ 1,048,530 | $ 991,021 |
Accumulated Amortization | (343,895) | (291,326) |
Carrying Value | $ 704,635 | $ 699,695 |
Customer and client relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Estimated Useful Life (in years) | 6 years 10 months 24 days | 6 years 8 months 12 days |
Total Amortized Gross | $ 1,464,584 | $ 1,344,783 |
Accumulated Amortization | (1,073,017) | (1,012,509) |
Carrying Value | $ 391,567 | $ 332,274 |
Internally developed technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Estimated Useful Life (in years) | 6 years 6 months | 3 years 10 months 24 days |
Total Amortized Gross | $ 276,094 | $ 120,175 |
Accumulated Amortization | (92,573) | (66,939) |
Carrying Value | $ 183,521 | $ 53,236 |
Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Estimated Useful Life (in years) | 4 years 2 months 12 days | 14 years 3 months 18 days |
Total Amortized Gross | $ 45,255 | $ 142,657 |
Accumulated Amortization | (44,654) | (44,608) |
Carrying Value | $ 601 | $ 98,049 |
GOODWILL AND INTANGIBLE ASSET_6
GOODWILL AND INTANGIBLE ASSETS - Summary of Estimated Annual Intangible Amortization (Detail) $ in Thousands | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 162,152 |
2024 | 146,668 |
2025 | 130,117 |
2026 | 117,889 |
2027 | 113,690 |
Thereafter | 609,808 |
Total | $ 1,280,324 |
INVESTMENTS - Summary of Compan
INVESTMENTS - Summary of Company's Investments (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |||
Equity method investments | [1] | $ 209,523 | $ 196,423 |
Equity investments without readily determinable fair values | 127,297 | 101,124 | |
Equity investments with readily determinable fair values | 153 | 665 | |
Total investments | [2] | $ 336,973 | $ 298,212 |
[1] (1) The book value of three equity method investments exceeded the Company’s percentage ownership share of their underlying net assets by $ 32.4 million, $ 26.5 million and $ 21.4 million as of December 31, 2022 and none , $ 28.2 million, and none as of December 31, 2021 . The basis differences, primarily resulting from acquisition purchase price step ups on the investments, are accounted for as goodwill, which is not tested for impairment separately. Instead, the investments are tested if there are indicators of an other-than-temporary decline in carrying value. (2) As of December 31, 2021, the Company had $ 25.3 million of investments, which were classified within assets held for sale. |
INVESTMENTS - Summary of Comp_2
INVESTMENTS - Summary of Company's Investments (Detail) (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | |
Schedule of Equity Method Investments [Line Items] | ||
Investments | $ 25.3 | |
Equity Method Investments 1 [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity Method Investment, Underlying Equity in Net Assets | 0 | $ 32.4 |
Equity Method Investments 2 [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity Method Investment, Underlying Equity in Net Assets | 28.2 | 26.5 |
Equity Method Investments Three [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity Method Investment, Underlying Equity in Net Assets | $ 0 | $ 21.4 |
INVESTMENTS - Additional Inform
INVESTMENTS - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 8 Months Ended | 12 Months Ended | ||||
Oct. 31, 2020 | May 31, 2020 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 31, 2022 | |
Schedule of Held-to-Maturity Securities [Line Items] | |||||||
Equity method investments, Other-than-temporary impairment charges recorded | $ 84,600 | $ 0 | $ 15,300 | ||||
Equity losses of affiliates, net of tax | (223,604) | (72,733) | (260,094) | ||||
Equity investments without readily determinable fair values | $ 101,124 | 127,297 | 101,124 | ||||
Equity method investment without Readily Determinable Fair Values, gain loss from sale recorded | $ 15,300 | ||||||
Net income (loss) | $ (3,000) | (474,542) | 321,664 | (467,479) | (625,318) | ||
Percentage of ownership sold | 90% | 80% | |||||
Equity method investments, Net proceeds from sale | 25,300 | ||||||
Proceeds from sale of cost method investments | $ 20,200 | $ 83,000 | |||||
Equity Investments [Member] | |||||||
Schedule of Held-to-Maturity Securities [Line Items] | |||||||
Equity investments without readily determinable fair values | $ 28,700 | 29,400 | 28,700 | 13,400 | |||
Cost Investments [Member] | |||||||
Schedule of Held-to-Maturity Securities [Line Items] | |||||||
Equity method investment without Readily Determinable Fair Values, gain loss from sale recorded | 13,100 | 14,100 | (2,500) | ||||
Recorded gains on disposal/sales | 3,300 | 3,100 | |||||
Fifth Season | |||||||
Schedule of Held-to-Maturity Securities [Line Items] | |||||||
Company's ownership of its equity method investments | 20% | ||||||
Equity losses of affiliates, net of tax | 11,200 | ||||||
Pre tax losses | $ 48,300 | ||||||
LeafieldImg College | |||||||
Schedule of Held-to-Maturity Securities [Line Items] | |||||||
Company's ownership of its equity method investments | 42% | ||||||
Result of annual goodwill and indefinite lived intangibles asset impairment | $ 56,100 | ||||||
Equity losses of affiliates, net of tax | 129,700 | 76,100 | 250,700 | ||||
Pre tax losses | $ 312,500 | $ 136,200 | $ 991,600 | ||||
Maximum [Member] | Endeavor | |||||||
Schedule of Held-to-Maturity Securities [Line Items] | |||||||
Company's ownership of its equity method investments | 50% | 50% | |||||
Minimum [Member] | Endeavor | |||||||
Schedule of Held-to-Maturity Securities [Line Items] | |||||||
Company's ownership of its equity method investments | 6% |
INVESTMENTS - Summary of Equity
INVESTMENTS - Summary of Equity Method Investments (Details) - USD ($) $ in Thousands | 1 Months Ended | 8 Months Ended | 12 Months Ended | ||
May 31, 2020 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Equity Method Investments [Line Items] | |||||
Current assets | $ 3,753,747 | $ 2,536,736 | $ 3,753,747 | ||
Current liabilities | 2,705,437 | 2,414,540 | 2,705,437 | ||
Revenues | 5,268,137 | 5,077,713 | $ 3,478,743 | ||
Net Loss | $ (3,000) | (474,542) | 321,664 | (467,479) | (625,318) |
Other Investments | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Current assets | 507,617 | 999,053 | 507,617 | ||
Non-current assets | 1,487,113 | 2,126,558 | 1,487,113 | ||
Current liabilities | 496,360 | 2,023,091 | 496,360 | ||
Non-current liabilities | $ 1,115,953 | 527,097 | 1,115,953 | ||
Revenues | 1,826,585 | 1,221,173 | 903,926 | ||
Net Loss | (359,665) | (153,324) | (1,004,615) | ||
Learfield Img College | |||||
Schedule of Equity Method Investments [Line Items] | |||||
(Loss) Income from operations | $ (211,924) | $ 31,540 | $ 17,484 |
FINANCIAL INSTRUMENTS - Additio
FINANCIAL INSTRUMENTS - Additional Information (Detail) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) Contract | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Financial Instrument [Line Items] | ||||
Outstanding forward foreign exchange contracts maturities | 12 months | |||
Fixed rate | 3.162% | |||
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | $ 98.6 | $ 28.9 | $ (90.1) | |
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | $ 5.6 | 30.3 | 22.4 | |
Debt Instrument, Face Amount | $ 750 | |||
Line of Credit Facility, Interest Rate Description | 2.12 % | |||
Forward Foreign Exchange Contracts [Member] | ||||
Financial Instrument [Line Items] | ||||
Outstanding forward foreign exchange contracts maturities | 18 months | |||
contracts | Contract | 2 | |||
Interest Rate Swap [Member] | ||||
Financial Instrument [Line Items] | ||||
Debt Instrument, Face Amount | $ 1,500 | |||
Designated As Cash Flow Hedge [Member] | Forward Foreign Exchange Contracts [Member] | ||||
Financial Instrument [Line Items] | ||||
Recognized net gains (losses) in accumulated other comprehensive (losses) gains | 0.3 | (0.2) | 0.4 | |
Reclassification of gains or losses into income (loss) | 0.8 | 0.7 | (0.1) | |
Other Nonoperating Income (Expense) [Member] | Forward Foreign Exchange Contracts [Member] | ||||
Financial Instrument [Line Items] | ||||
Net (Loss) gains on foreign exchange contracts | (3.4) | (11.3) | 12.7 | |
Other Nonoperating Income (Expense) [Member] | Not Designated As Cash Flow Hedge [Member] | Forward Foreign Exchange Contracts [Member] | ||||
Financial Instrument [Line Items] | ||||
Net Gain (Loss) on foreign exchange contracts | $ (7.2) | $ 0.8 | $ 0.2 |
FINANCIAL INSTRUMENTS - Schedul
FINANCIAL INSTRUMENTS - Schedule of Outstanding Forward Foreign Exchange Contracts Balances (Detail) € in Thousands, £ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 USD ($) | Dec. 31, 2022 GBP (£) | Dec. 31, 2022 EUR (€) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Schedule Of Outstanding Forward Foreign Exchange Contracts Balances [Line Items] | |||||
Foreign Currency Amount | $ (20,189) | $ (4,953) | $ (9,047) | ||
British Pound Sterling [Member] | |||||
Schedule Of Outstanding Forward Foreign Exchange Contracts Balances [Line Items] | |||||
Foreign Currency Amount | £ | £ 24,991 | ||||
US Dollar Amount | $ 30,641 | ||||
Weighted Average Exchange Rate Per $1 USD | 0.0082 | ||||
Euro [Member] | |||||
Schedule Of Outstanding Forward Foreign Exchange Contracts Balances [Line Items] | |||||
Foreign Currency Amount | € | € 8,868 | ||||
US Dollar Amount | $ 9,052 | ||||
Weighted Average Exchange Rate Per $1 USD | 0.0098 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Transfers of assets or liabilities between fair value measurement classifications | $ 0 | |
Foreign Current Derivatives [Member] | Other Current Assets [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of foreign currency derivatives | 0 | $ 2,300 |
Foreign Current Derivatives [Member] | Assets Held For Sale [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of foreign currency derivatives | 0 | 200 |
Foreign Current Derivatives [Member] | Other Current Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of foreign currency derivatives | 6,000 | 4,500 |
Foreign Current Derivatives [Member] | Liabilities Held For Sale [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of foreign currency derivatives | 0 | 400 |
Foreign Current Derivatives [Member] | Other Long Term Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of foreign currency derivatives | 5,100 | 8,500 |
Interest Rate Swap [Member] | Other Assets [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of the interest rate swaps | $ 75,900 | |
Interest Rate Swap [Member] | Other Long Term Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of the interest rate swaps | $ 48,400 |
FAIR VALUE MEASUREMENTS - Summa
FAIR VALUE MEASUREMENTS - Summary of Fair Value Of Assets and Liabilities Measured on Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Liabilities: | |||
Contingent consideration | $ 4,524 | $ 26,900 | $ 9,026 |
Fair Value, Recurring [Member] | |||
Assets: | |||
Investments in equity securities with readily determinable fair values | 153 | 665 | |
Interest rate swaps | 75,865 | ||
Forward foreign exchange contracts | 2,529 | ||
Total | 76,018 | 3,194 | |
Liabilities: | |||
Contingent consideration | 4,524 | 26,900 | |
Interest rate swaps | 48,427 | ||
Forward foreign exchange contracts | 11,107 | 13,363 | |
Total | 15,631 | 88,690 | |
Fair Value, Recurring [Member] | Level I [Member] | |||
Assets: | |||
Investments in equity securities with readily determinable fair values | 153 | 665 | |
Total | 153 | 665 | |
Fair Value, Recurring [Member] | Level II [Member] | |||
Assets: | |||
Interest rate swaps | 75,865 | ||
Forward foreign exchange contracts | 2,529 | ||
Total | 75,865 | 2,529 | |
Liabilities: | |||
Interest rate swaps | 48,427 | ||
Forward foreign exchange contracts | 11,107 | 13,363 | |
Total | 11,107 | 61,790 | |
Fair Value, Recurring [Member] | Level III [Member] | |||
Liabilities: | |||
Contingent consideration | 4,524 | 26,900 | |
Total | $ 4,524 | $ 26,900 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Change in Fair Value of Contingent Consideration (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Change In The Fair Value Of Contingent Consideration [Line Items] | ||
Balance at January 1 | $ 26,900 | $ 9,026 |
Acquisitions | 1,500 | 4,245 |
Payments | (26,288) | (2,575) |
Change in fair value | 2,373 | 16,204 |
Foreign currency translation | 39 | 0 |
Balance at December 31 | $ 4,524 | $ 26,900 |
DEBT - Summary of Outstanding D
DEBT - Summary of Outstanding Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total principal | $ 5,219,173 | $ 5,785,825 |
Unamortized discount | (17,523) | (26,077) |
Unamortized issuance costs | (33,104) | (46,012) |
Total debt | 5,168,546 | 5,713,736 |
Less: current portion | (88,309) | (82,022) |
Total long-term debt | 5,080,237 | 5,631,714 |
First Lien Term Loan (due May 2025) [Member] | ||
Debt Instrument [Line Items] | ||
Total principal | 2,305,916 | 2,786,048 |
Zuffa First Lien Term Loan (due April 2026) [Member] | ||
Debt Instrument [Line Items] | ||
Total principal | 2,759,767 | 2,840,767 |
Other debt (3.25%-14.50% Notes due at various dates through 2033) [Member] | ||
Debt Instrument [Line Items] | ||
Total principal | $ 153,490 | $ 159,010 |
DEBT - Summary of Outstanding_2
DEBT - Summary of Outstanding Debt (Parenthetical) (Detail) | 12 Months Ended |
Dec. 31, 2022 | |
First Lien Term Loan (due May 2025) [Member] | |
Debt Instrument [Line Items] | |
Line of credit maturity date | May 2025 |
Zuffa First Lien Term Loan (due April 2026) [Member] | |
Debt Instrument [Line Items] | |
Line of credit maturity date | April 2026 |
Other debt (3.25%-14.50% Notes due at various dates through 2033) [Member] | |
Debt Instrument [Line Items] | |
Line of credit maturity date | 2033 |
Other debt (3.25%-14.50% Notes due at various dates through 2033) [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Line of credit interest rate | 14.50% |
Other debt (3.25%-14.50% Notes due at various dates through 2033) [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Line of credit interest rate | 3.25% |
DEBT - Additional Information (
DEBT - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | |||||||||||||||
Dec. 31, 2018 USD ($) | Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Aug. 31, 2022 | Oct. 31, 2021 | Aug. 31, 2021 USD ($) Days | Jun. 30, 2021 USD ($) | Jan. 31, 2021 | May 31, 2020 USD ($) | Feb. 29, 2020 USD ($) | Oct. 31, 2018 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Oct. 30, 2021 USD ($) | Oct. 01, 2021 | Jun. 30, 2020 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||||||
Line of credit interest rate description | 2.12 % | ||||||||||||||||
Long-term debt | $ 5,168,546,000 | $ 5,168,546,000 | $ 5,713,736,000 | ||||||||||||||
Liabilities for redemption of units and future incentive awards | 27,000,000 | ||||||||||||||||
Redeemable non-controlling interests | 253,079,000 | 253,079,000 | 209,863,000 | ||||||||||||||
Other long-term liabilities | $ 5,900,000 | ||||||||||||||||
Other Liabilities, Current | 157,773,000 | 157,773,000 | 105,053,000 | ||||||||||||||
Incremental Term Loan [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Principal amortization percentage | 0.01 | ||||||||||||||||
Line of credit leverage ratio | 3.50:1.00 | ||||||||||||||||
Long-term debt | $ 600,000,000 | ||||||||||||||||
EDR Endeavor Group Holdings [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Long term deferred income taxes | 61,500,000 | ||||||||||||||||
Tax receivable agreements liability | 133,800,000 | ||||||||||||||||
Other long-term liabilities | 92,600,000 | ||||||||||||||||
Other Liabilities, Current | 41,200,000 | ||||||||||||||||
London Interbank Offered Rate (LIBOR) [Member] | Incremental Term Loan [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of credit interest rate description | interest rate at LIBOR + 3.00% | ||||||||||||||||
LIBOR Floor [Member] | Incremental Term Loan [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of credit interest rate description | with a LIBOR floor of .75% | ||||||||||||||||
Revolving Credit Facility [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Outstanding letters of credit | 2,300,000,000 | 2,300,000,000 | 2,800,000,000 | ||||||||||||||
Line of credit | 200,000,000 | $ 200,000,000 | |||||||||||||||
Line of credit maturity date | May 2024 | ||||||||||||||||
Repayment of line of credit | $ 163,100,000 | ||||||||||||||||
Revolving Credit Facility [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of credit, commitment fee percentage | 0.50% | ||||||||||||||||
Revolving Credit Facility [Member] | Minimum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of credit, commitment fee percentage | 0.25% | ||||||||||||||||
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of credit interest rate | 2.50% | ||||||||||||||||
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of credit interest rate | 2% | ||||||||||||||||
Revolving Credit Facility [Member] | LIBOR Floor [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
First lien leverage ratio | 0% | ||||||||||||||||
2014 Credit Facilities [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Outstanding letters of credit | 0 | $ 0 | 0 | ||||||||||||||
Line of credit maturity date | May 2025 | ||||||||||||||||
Short term debt refinanced amount | $ 225,000,000 | ||||||||||||||||
Incremental term loan | $ 260,000,000 | ||||||||||||||||
First lien maximum leverage amount | $ 50,000,000 | ||||||||||||||||
Line of credit leverage ratio | 7.5-to-1 | ||||||||||||||||
Zuffa Credit Facilities [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Outstanding letters of credit | 2,800,000,000 | $ 2,800,000,000 | 2,800,000,000 | ||||||||||||||
Line of credit | $ 205,000,000 | $ 205,000,000 | 425,000,000 | ||||||||||||||
Principal amortization percentage | 0.01 | 0.01 | |||||||||||||||
Line of credit maturity date | April 2026 | ||||||||||||||||
Incremental term loan | $ 150,000,000 | ||||||||||||||||
Line of credit interest rate description | 7-to-1 and of no more than 6.5-to-1 | ||||||||||||||||
Letters of credit maximum face amount | $ 40,000,000 | $ 40,000,000 | |||||||||||||||
Swingline loan maximum amount | 15,000,000 | 15,000,000 | |||||||||||||||
Debt Instrument, Interest Rate, Basis for Effective Rate | thirty-five percent | ||||||||||||||||
Outstanding borrowings was not applicable to borrowing capacity | thirty-five percent | ||||||||||||||||
Zuffa Credit Facilities [Member] | Incremental Term Loan [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Outstanding letters of credit | 0 | $ 0 | 0 | ||||||||||||||
Zuffa Credit Facilities [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Outstanding letters of credit | $ 10,000,000 | ||||||||||||||||
Line of credit, commitment fee percentage | 0.50% | ||||||||||||||||
Zuffa Credit Facilities [Member] | Minimum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of credit, commitment fee percentage | 0.25% | ||||||||||||||||
Zuffa Credit Facilities [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of credit interest rate | 3.25% | ||||||||||||||||
Zuffa Credit Facilities [Member] | LIBOR Floor [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of credit interest rate | 1% | ||||||||||||||||
New First Lien Term Loan [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Outstanding letters of credit | $ 0 | $ 0 | 0 | ||||||||||||||
Principal amortization percentage | 0.01 | 0.01 | |||||||||||||||
Line of credit interest rate description | 25-basis point step-down to 2.75% for LIBOR loans | ||||||||||||||||
Line of credit leverage ratio | 3.5-to-1 | ||||||||||||||||
Repayment of line of credit | $ 200,000,000 | $ 250,000,000 | $ 256,700,000 | ||||||||||||||
New First Lien Term Loan [Member] | Loss On Extinguishment Of Debt [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Redemption premium paid | 28,600,000 | ||||||||||||||||
New First Lien Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of credit interest rate description | interest rate margin by 25 basis points to 3.00% for LIBOR | LIBOR + 8.5% | LIBOR + 2.75% | ||||||||||||||
New First Lien Term Loan [Member] | LIBOR Floor [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of credit interest rate description | reduced the LIBOR floor by 25 basis points to 0.75% | LIBOR floor of 1.00% | LIBOR floor of 0.00% | ||||||||||||||
OL Revolving Credit Agreement [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Outstanding letters of credit | 0 | $ 0 | 0 | ||||||||||||||
Line of credit | 219,600,000 | ||||||||||||||||
Number of days prior to the maturity date of the term loans | Days | 91 | ||||||||||||||||
First lien leverage ratio | 300% | ||||||||||||||||
Long-term debt | 2,000,000 | $ 2,000,000 | |||||||||||||||
Maximum borrowing capacity | $ 20,000,000 | ||||||||||||||||
Percentage of revolving commitments | 40% | ||||||||||||||||
OL Revolving Credit Agreement [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of credit maturity date | August 2026 | ||||||||||||||||
Line of Credit Capacity | $ 42,900,000 | ||||||||||||||||
OL Revolving Credit Agreement [Member] | Minimum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of credit maturity date | February 2025 | ||||||||||||||||
Line of Credit Capacity | $ 20,000,000 | ||||||||||||||||
Receivables Purchase Agreement [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Long-term debt | 28,200,000 | $ 28,200,000 | 50,500,000 | ||||||||||||||
Endeavor Content Capital Facility [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Outstanding letters of credit | 1,200,000 | ||||||||||||||||
Line of credit | 430,000,000 | $ 430,000,000 | $ 223,400,000 | ||||||||||||||
Line of credit maturity date | March 2025 | ||||||||||||||||
Zuffa Secured Commercial Loans [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of credit | $ 40,000,000 | ||||||||||||||||
Principal amortization percentage | 0.04 | ||||||||||||||||
Line of credit maturity date | November 1, 2028 | ||||||||||||||||
Debt service coverage ratio | 1.15-to-1 | ||||||||||||||||
Covenant compliance | Zuffa was in compliance with its financial debt covenant | Zuffa was in compliance with its financial debt covenant | |||||||||||||||
Zuffa Secured Commercial Loans [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of credit interest rate description | interest at a rate of LIBOR + 1.62% | ||||||||||||||||
Zuffa Secured Commercial Loans [Member] | LIBOR Floor [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of credit interest rate description | LIBOR floor of 0.88% | ||||||||||||||||
2014 Credit Facilities and Zuffa Credit Facilities [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument fair value | 5,000,000,000 | $ 5,000,000,000 | $ 5,600,000,000 | ||||||||||||||
2014 Credit Facilities and Zuffa Credit Facilities [Member] | EDR Endeavor Group Holdings [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Long term deferred income taxes | 756,400,000 | 756,400,000 | |||||||||||||||
Tax receivable agreements liability | 1,011,700,000 | 1,011,700,000 | |||||||||||||||
Other long-term liabilities | 961,600,000 | 961,600,000 | |||||||||||||||
Other Liabilities, Current | 50,100,000 | 50,100,000 | |||||||||||||||
UFC Credit Facilities [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Loans under the UFC Credit Facilities | 50,000,000 | ||||||||||||||||
Letter of Credit [Member] | 2014 Credit Facilities [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Outstanding letters of credit | 19,400,000 | 19,400,000 | 23,800,000 | ||||||||||||||
Letter of Credit [Member] | Zuffa Credit Facilities [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Outstanding letters of credit | $ 0 | $ 0 | $ 0 |
DEBT - Schedule of Maturities o
DEBT - Schedule of Maturities of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instruments [Abstract] | ||
2023 | $ 105,555 | |
2024 | 75,139 | |
2025 | 2,286,908 | |
2026 | 2,677,154 | |
2027 | 19,690 | |
Thereafter | 54,727 | |
Total | $ 5,219,173 | $ 5,785,825 |
SHAREHOLDERS'_ MEMBERS' EQUIT_2
SHAREHOLDERS'/ MEMBERS' EQUITY - Summary of Company's Certificate of Incorporation (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Common stock, par value | $ 0.00001 | $ 0.00001 |
Votes | 1 | |
Economic Rights | Yes | |
Common Class B [Member] | ||
Class of Stock [Line Items] | ||
Common stock, par value | $ 0.00001 | 0.00001 |
Votes | None | |
Economic Rights | Yes | |
Common Class C [Member] | ||
Class of Stock [Line Items] | ||
Common stock, par value | $ 0.00001 | 0.00001 |
Votes | None | |
Economic Rights | Yes | |
Common Class X [Member] | ||
Class of Stock [Line Items] | ||
Common stock, par value | $ 0.00001 | 0.00001 |
Votes | 1 | |
Economic Rights | None | |
Common Class Y [Member] | ||
Class of Stock [Line Items] | ||
Common stock, par value | $ 0.00001 | $ 0.00001 |
Votes | 20 | |
Economic Rights | None |
SHAREHOLDERS'_ MEMBERS' EQUIT_3
SHAREHOLDERS'/ MEMBERS' EQUITY - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jan. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Proceeds from issuance initial public offering and warrants | $ 1,886,600,000 | ||||
Percentage of equity interest acquired in subsidiary | 100% | ||||
Proceeds from issaunce of warrants and shares used to acquire equity interest of the minorityunitholders | $ 835,700,000 | ||||
Other income,net | 475,251,000 | $ 4,258,000 | $ 81,087,000 | ||
Term loans | 5,219,173,000 | 5,785,825,000 | |||
Zuffa First Lien Term Loan Member | |||||
Term loans | $ 2,759,767,000 | $ 2,840,767,000 | |||
Silver Lake [Member] | |||||
Common units issued | 17,119,727 | 17,119,727 | |||
Payment of a distribution to non controlling interest | $ 300,000,000 | ||||
Proceeds from issuance of common units | 47,700,000 | ||||
Retained distribution amount | 202,600,000 | ||||
Silver Lake [Member] | Convertible Promissory Note [Member] | |||||
Proceeds from issuance of convertible promissory note | 15,900,000 | ||||
Zuffa [Member] | |||||
Percentage of equity interest acquired in subsidiary | 100% | ||||
Payment of a distribution to non controlling interest | $ 300,000,000 | ||||
Authorized distribution amount | $ 300,000,000 | ||||
Common Class A [Member] | |||||
Common units outstanding | 2,149,218,614 | 2,149,218,614 | |||
Common unit par or stated value per share | $ 0 | $ 0 | |||
Proceeds from issuance of convertible promissory note | $ 6,975,244 | ||||
Common Class A [Member] | New And Current Investors [Member] | |||||
Number of shares issued | 75,584,747 | ||||
Common Class A [Member] | Endeavor Group Holdings [Member] | |||||
Number of shares issued | 57,378,497 | ||||
Share price | $ 24 | ||||
Common Class A [Member] | Existing Investor [Member] | |||||
Number of shares issued | 18,206,250 | ||||
Common Class A [Member] | Silver Lake [Member] | |||||
Common units issued | 24,094,971 | 24,094,971 |
REDEEMABLE NON-CONTROLLING INTE
REDEEMABLE NON-CONTROLLING INTERESTS - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | |||||||
Apr. 30, 2022 | Jan. 31, 2020 | Jul. 31, 2018 | Jun. 30, 2016 | Dec. 31, 2022 | Aug. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Redeemable Noncontrolling Interest [Line Items] | ||||||||
Redeemable non-controlling interests | $ 253,079 | $ 209,863 | ||||||
Proceeds from noncontrolling interests | $ 9,700 | $ 75,000 | ||||||
Minority interest ownership percentage | 34% | |||||||
EBIT DA multiplication factor | 7.5 | |||||||
On Location Events, LLC [Member] | ||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||
Redeemable non-controlling interests | 57,900 | |||||||
Share Price Per Unit Percentage | 32% | |||||||
Noncontrolling interest, fair value | $ 5,635 | |||||||
OLE [Member] | ||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||
Share Price Per Unit Percentage | 32% | |||||||
Cash Paid For Equity Exercised | $ 87,900 | |||||||
Payment of contingent consideration in cash | 24,000 | |||||||
Issuance of Class A common stock due to exchanges | $ 223,700 | |||||||
OLE [Member] | Common Class X [Member] | ||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||
Shares, Issued | 8,037,483 | |||||||
OLE [Member] | Common Class A [Member] | ||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||
Shares, Issued | 495,783 | |||||||
China Subsidiary [Member] | ||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||
Temporary equity, estimated redemption value | 107,500 | |||||||
China Subsidiary [Member] | Common Class X [Member] | ||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||
Shares, Issued | 659,896 | |||||||
China Subsidiary [Member] | Common Class A [Member] | ||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||
Shares, Issued | 5,693,774 | |||||||
Issuance of Class A common stock due to exchanges | $ 158,500 | |||||||
Barrett Jackson Holdings Llc [Member] | ||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||
Business acquisition percentage of shares issued | 29.90% | |||||||
Temporary equity, estimated redemption value | $ 207,900 | |||||||
Noncontrolling interest, fair value | $ 210,100 | |||||||
EBIT DA multiplication factor | 13 | |||||||
Zuffa [Member] | ||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||
Temporary equity, estimated redemption value | $ 9,700 | 9,700 | ||||||
Frieze [Member] | ||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||
Business Acquisition Sale of Remaining Interest | 30% | |||||||
Temporary equity, estimated redemption value | $ 24,600 | $ 23,800 |
EARNINGS PER SHARE - Schedule o
EARNINGS PER SHARE - Schedule of Earnings Per Share and Weighted Average Shares Outstanding (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 8 Months Ended | 12 Months Ended | ||||
May 31, 2020 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |||
Numerator | |||||||
Consolidated net income (loss) | $ (3,000) | $ (474,542) | $ 321,664 | $ (467,479) | $ (625,318) | ||
Net income (loss) attributable to NCI | 192,531 | $ (139,168) | $ 29,616 | ||||
Net income (loss) attributable to the Company | (296,625) | 129,133 | |||||
Net income (loss) attributable to the Company Diluted | (296,625) | 127,101 | |||||
Adjustment to net income (loss) attributable to the Company | (1,798) | 5,497 | |||||
Adjustment to net income (loss) attributable to the company diluted | 3,256 | ||||||
Adjustment to net income (loss) attributable to the Company | (1,798) | ||||||
Net income (loss) attributable to EGH common shareholders | (298,423) | 134,630 | |||||
Net income (loss) attributable to EGH common shareholders diluted | $ (298,423) | $ 130,357 | |||||
Denominator | |||||||
Weighted average Class A Common Shares outstanding - Basic | 262,119,930 | 281,369,848 | 262,119,930 | ||||
Additional shares assuming exchange of all Endeavor Profits Units | 0 | 1,567,981 | |||||
Additional Shares from RSUs Stock Options and Phantom Units, as Calculated using the Treasury Stock Method | 0 | 1,870,980 | |||||
Additional shares assuming redemption of redeemable non-controlling interests | 0 | 2,899,023 | |||||
Weighted average number of shares used in computing diluted earnings (loss) per share | 262,119,930 | 287,707,832 | 262,119,930 | ||||
Basic earnings (loss) per share | $ (1.14) | $ 0.48 | [1] | $ (1.14) | [1] | ||
Diluted earnings (loss) per share | $ (1.14) | $ 0.45 | [1] | $ (1.14) | [1] | ||
Common Class A [Member] | |||||||
Denominator | |||||||
Weighted average Class A Common Shares outstanding - Basic | 262,119,930 | 281,369,848 | |||||
Operating Unit [Member] | |||||||
Numerator | |||||||
Net income (loss) attributable to NCI | $ (153,422) | $ 166,679 | |||||
Net income (loss) attributable to NCI (Endeavor Operating Company) | (153,422) | 167,287 | |||||
Manager units [Member] | |||||||
Numerator | |||||||
Net income (loss) attributable to NCI | (24,495) | 25,852 | |||||
Net income (loss) attributable to NCI (Endeavor Operating Company) | $ (24,495) | $ 27,276 | |||||
[1] Basic and diluted loss per share of Class A common stock presented for 2021 is applicable only for the period from May 1, 2021 through December 31, 2021, which is the period following the initial public offering (“IPO”) and the related Reorganization Transactions (as defined in Note 1 to the consolidated financial statements). See Note 13 for the calculation of the numbers of shares used in computation of net loss per share of Class A common stock and the basis for computation of net loss per share. |
EARNINGS PER SHARE - Schedule_2
EARNINGS PER SHARE - Schedule of Antidilutive Securities (Detail) - shares | 8 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 3,350,666 | 2,512,767 |
Unvested RSU's [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 7,278,193 | 1,244,709 |
Manager LLC Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 26,415,650 | 23,242,032 |
EOC Common Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 144,549,587 | 141,711,612 |
EOC Profits Interest & Phantom Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 16,068,906 | 0 |
EQUITY BASED COMPENSATION - Add
EQUITY BASED COMPENSATION - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||
May 03, 2021 | Dec. 31, 2024 | Apr. 30, 2023 | Jul. 31, 2019 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Allocation of share based compensation accelarated costs | $ 251,900 | $ 24,800 | ||||||||
Allocated share based compensation expense | $ 210,163 | 532,467 | 91,271 | |||||||
Share based compensation by share based payment arrangment unrecognized compensation | 287,482 | |||||||||
Fair value of outstanding put rights | 28,400 | |||||||||
Share based compensation by share based payment award options and equity instruments other than options vested grant date fair value | 96,200 | 120,800 | ||||||||
Share based compensation by share based payment award options and equity instruments other than options vested aggregate intrinsic value | 16,800 | |||||||||
Share based compensation by share based payment award options and equity instruments other than options, Outstanding | 806,200 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Intrinsic Value | 0 | 100 | ||||||||
Share based compensation arrangement, number of shares vested | 0.333333 | |||||||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) | $ 3,000 | $ 3,000 | 5,000 | 52,500 | ||||||
Cancelled Arrangements | 11,000 | |||||||||
Defined Benefit Plan, Expected Return (Loss) on Plan Assets | $ 25,000 | 26,000 | ||||||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) Excluding Service Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | |||||||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due to Settlement | $ 1,500 | |||||||||
Equity Vested Interest Payments | 23,500 | $ 68,500 | ||||||||
Liabilities, Other than Long-Term Debt, Noncurrent | 5,900 | |||||||||
Redeemable equity | 22,500 | |||||||||
Share based compensation profit units granted | 6,300 | $ 23,000 | ||||||||
Share based compensation liability to equity profit units granted | 2,500 | $ 100 | ||||||||
Liabilities for redemption of units and future incentive awards | $ 27,000 | |||||||||
Maximum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) | 6,000 | |||||||||
CEO And Executive Chairman [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share based compensation by share based payment arrangment unrecognized compensation | 170,100 | |||||||||
Zuffa [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Liabilities, Other than Long-Term Debt, Noncurrent | 23,500 | |||||||||
Share based compensation profit units granted | $ 12,500 | 12,500 | ||||||||
Share-based Payment Arrangement, Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share based compensation by share based payment award options and equity instruments other than options vested aggregate intrinsic value | 36,000 | |||||||||
Share based compensation by share based payment award options and equity instruments other than options, Outstanding | 297,200 | |||||||||
Two Thousand And Twenty One Incentive Award Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Allocated share based compensation expense | 181,540 | $ 254,565 | $ 0 | |||||||
Share based compensation by share based payment arrangment unrecognized compensation | $ 273,952 | |||||||||
Share based compensation by share based payment arrangement unrecognized compensation remaining period for recognition | 2 years 21 days | |||||||||
Share based compensation arrangement, terms of award | The terms of each award, including vesting and forfeiture, are fixed by the administrator of the 2021 Plan. Key grant terms include one or more of the following: (a) time-based vesting over a two to five year period or full vesting at grant; (b) market-based vesting conditions at graduated levels upon the Company’s attainment of certain market price per share thresholds; and (c) expiration dates (if applicable). Granted awards may include time-based vesting conditions only, market-based vesting conditions only, or both. | |||||||||
Two Thousand And Twenty One Incentive Award Plan [Member] | Common Class A [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common stock shares reserved for future issuance | 26,244,045 | |||||||||
Two Thousand And Twenty One Incentive Award Plan [Member] | Share-based Payment Arrangement, Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share based compensation by share based payment arrangement weighted average grant date of fair value of options granted | $ 12.57 | $ 9.72 | ||||||||
Ceo And Executive Chairman Market Based Incentive Awards [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Allocated share based compensation expense | $ 76,700 | $ 74,800 | ||||||||
Share based compensation by share based payment arrangement unrecognized compensation remaining period for recognition | 2 years 3 months 10 days | |||||||||
Ceo And Executive Chairman Market Based Incentive Awards [Member] | Executive Chairman [Member] | Performing Vesting Restricted Stock Units [Member] | Common Class A [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share based compensation arrangement, number of shares vested | 0.333333 | |||||||||
Ceo And Executive Chairman Market Based Incentive Awards [Member] | CEO And Executive Chairman [Member] | Performing Vesting Restricted Stock Units [Member] | Common Class A [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share based compensation arrangement,Volume weighted average price per share | $ 24 | |||||||||
Ceo And Executive Chairman Market Based Incentive Awards [Member] | Restricted Stock Units (RSUs) [Member] | Chief Executive Officer [Member] | Common Class A [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share based compensation arrangement by share based payment award equity instruments other than options granted | 520,834 | |||||||||
Termination of Put Right Arrangements After IPO [Member] | Certain Put Right Arrangements [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Reversal of related equity based compensation | $ 4,000 | |||||||||
Termination of Put Right Arrangements After IPO [Member] | Certain Put Right Arrangements [Member] | Redeemable Equity [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Fair value of outstanding put rights | $ 1,500 | $ 5,300 |
EQUITY BASED COMPENSATION - Sum
EQUITY BASED COMPENSATION - Summary of Selling General and Administrative Expenses (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Allocated share based compensation expense | $ 210,163 | $ 532,467 | $ 91,271 |
Two Thousand And Twenty One Incentive Award Plan [Member] | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Allocated share based compensation expense | 181,540 | 254,565 | 0 |
Pre-IPO equity awards | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Allocated share based compensation expense | 17,250 | 274,895 | 89,235 |
Other Various Subsidiaries Awards | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Allocated share based compensation expense | $ 11,373 | $ 3,007 | $ 2,036 |
EQUITY BASED COMPENSATION - Unr
EQUITY BASED COMPENSATION - Unrecognized compensation cost for unvested awards and the related remaining weighted average (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Share based compensation by share based payment arrangment unrecognized compensation | $ 287,482 |
Two Thousand And Twenty One Incentive Award Plan [Member] | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Share based compensation by share based payment arrangment unrecognized compensation | $ 273,952 |
Share based compensation by share based payment arrangement unrecognized compensation remaining period for recognition | 2 years 21 days |
Pre-IPO equity awards | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Share based compensation by share based payment arrangment unrecognized compensation | $ 11,975 |
Share based compensation by share based payment arrangement unrecognized compensation remaining period for recognition | 1 year 5 months 23 days |
Other Various Subsidiaries Awards | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Share based compensation by share based payment arrangment unrecognized compensation | $ 1,555 |
Share based compensation by share based payment arrangement unrecognized compensation remaining period for recognition | 2 years 2 months 8 days |
EQUITY BASED COMPENSATION - Sch
EQUITY BASED COMPENSATION - Schedule of Share Based Payment Award Stock Options Valuation Assumptions (Detail) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Expected Dividend Yield | 0% | ||
Two Thousand And Twenty One Incentive Award Plan [Member] | Minimum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Expected Volatility | 40.70% | ||
Expected Life (in years) | 5 years 6 months | ||
Two Thousand And Twenty One Incentive Award Plan [Member] | Maximum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Expected Volatility | 41.60% | ||
Expected Life (in years) | 6 years 3 months | ||
Common Class A [Member] | Two Thousand And Twenty One Incentive Award Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Expected Volatility | 40.90% | ||
Expected Life (in years) | 6 years | ||
Expected Dividend Yield | 0% | ||
Common Class A [Member] | Two Thousand And Twenty One Incentive Award Plan [Member] | Minimum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Risk-free Interest Rate | 1.85% | 0.97% | |
Common Class A [Member] | Two Thousand And Twenty One Incentive Award Plan [Member] | Maximum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Risk-free Interest Rate | 1.89% | 1.34% | |
Common Class A [Member] | Ceo And Executive Chairman Market Based Incentive Awards [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Expected Dividend Yield | 0% | ||
Common Class A [Member] | Ceo And Executive Chairman Market Based Incentive Awards [Member] | Minimum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Risk-free Interest Rate | 0.10% | ||
Expected Volatility | 37.50% | ||
Expected Life (in years) | 1 year | ||
Common Class A [Member] | Ceo And Executive Chairman Market Based Incentive Awards [Member] | Maximum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Risk-free Interest Rate | 0.36% | ||
Expected Volatility | 47.50% | ||
Expected Life (in years) | 5 years |
EQUITY BASED COMPENSATION - S_2
EQUITY BASED COMPENSATION - Summary of Restricted Stock Units and Restricted Stock Award (Detail) - Restricted Stock Units (RSUs) [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) shares $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding balances at end | $ / shares | $ 30.23 |
Time Vested Restricted Stock Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding beginning balances | 5,335,148 |
Outstanding beginning balances | $ / shares | $ 30.46 |
Granted,Unites | 2,643,996 |
Granted,Value | $ / shares | $ 25.32 |
Forfeited, Units | (154,164) |
Forfeited,Value | $ / shares | $ 30.57 |
Release,Units | (2,657,031) |
Released,Value | $ / shares | $ 25.78 |
Vested and releasable,Units | 591,587 |
Vested and releasable | $ | 30.52 |
Outstanding balances at end | 5,167,949 |
Market Vested Restricted Stock Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding beginning balances | 2,173,737 |
Outstanding beginning balances | $ / shares | $ 27.16 |
Granted,Unites | |
Granted,Value | $ / shares | $ 0 |
Forfeited, Units | (101,372) |
Forfeited,Value | $ / shares | $ 26.01 |
Release,Units | (643,156) |
Released,Value | $ / shares | $ 30.24 |
Vested and releasable | 182,971 |
Vested and releasable,value | $ | $ 29,320 |
Outstanding balances at end | 1,429,209 |
Outstanding balances at end | $ / shares | $ 25.85 |
EQUITY BASED COMPENSATION - S_3
EQUITY BASED COMPENSATION - Summary of Share Based Compensation Arrangements by Share Based Payment Award (Detail) - Share-based Payment Arrangement, Option [Member] | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Outstanding balances at beginning | shares | 3,350,666 |
Granted | shares | 835,334 |
Exericse of stock options , shares | shares | 0 |
Forfeited or expired | shares | (96,439) |
Outstanding balances at end | shares | 4,089,561 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number | shares | 1,661,508 |
Outstanding balances at beginning | $ / shares | $ 24.38 |
Granted | $ / shares | 30.03 |
Exercised | $ / shares | 0 |
Forfeited or expired | $ / shares | 24 |
Outstanding balances at end | $ / shares | 25.55 |
Vested and exercisable | $ / shares | $ 24.24 |
Employee Benefits - Additional
Employee Benefits - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Total company contributions to 401 (k) plan | $ 23.5 | $ 12.5 | $ 10.8 |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
(Benefit from) provision for income taxes | $ (648,503) | $ (22,277) | $ 8,507 | |
Effective income tax rate | 628.20% | 5.30% | (2.40%) | |
Unrecognized tax benefits | $ 42,378 | $ 40,016 | $ 34,425 | $ 27,661 |
Percentage of realized tax benefits payable pursuant to an agreement | 15% | |||
Deferred income taxes | $ 771,382 | 36,371 | ||
Net deferred tax assets (liabilities) | 599,811 | (16,377) | ||
Other long-term liabilities | 171,600 | 52,800 | ||
Other long-term liabilities | 412,982 | 309,884 | ||
Operating loss carryforwards, not subject to expiration | 247,900 | |||
Decreased valuation allowance | (687,300) | 743,400 | ||
Uncertain tax positions that would impact effective tax rate | 52,200 | |||
Amount of interest expense accrued | 9,500 | 6,100 | 4,100 | |
Interest on income tax | 3,400 | 1,900 | 600 | |
Offset of related acquired net operating loss | 826,600 | |||
Other comprehensive loss | (1,300) | |||
IPO [Member] | ||||
(Benefit from) provision for income taxes | (686,000) | (83,100) | ||
Other comprehensive loss | (100) | |||
Federal [Member] | ||||
Operating loss carryforwards, domestic | $ 317,400 | |||
operating loss carryforwards expiration description | 2023 through 2037 | |||
Operating loss carryforwards, subject to expiration | $ 69,500 | |||
Capital loss carryforwards | 0 | 17,400 | ||
Foreign [Member] | ||||
Operating loss carryforwards, foreign | $ 76,500 | |||
operating loss carryforwards expiration description | 2023 through 2030 | |||
Operating loss carryforwards, expiration period | 5 years | |||
Capital loss carryforwards | $ 9,500 | |||
foreign tax credit carryforwards | 115,900 | |||
State [Member] | ||||
(Benefit from) provision for income taxes | $ 14,900 | |||
operating loss carryforwards expiration description | 2023 through 2042 | |||
Interest and Penalties for Income Taxes [Member] | ||||
(Benefit from) provision for income taxes | $ 3,600 | $ 1,900 | $ 600 | |
Tax Receivable Agreement [Member] | ||||
Percentage of realized tax benefits payable pursuant to an agreement | 85% | |||
Tax liability pursuant to an agreement | $ 1,011,700 | |||
Amount of interest expense accrued | 811,800 | |||
Interest on income tax | $ 873,300 |
INCOME TAXES - Schedule of Comp
INCOME TAXES - Schedule of Components of Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (105,445) | $ (356,172) | $ (222,231) |
Foreign | 2,210 | (60,851) | (134,486) |
Loss before income taxes and equity losses of affiliates | $ (103,235) | $ (417,023) | $ (356,717) |
INCOME TAXES - Summary of compo
INCOME TAXES - Summary of components benefit from of provision for income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||
U.S. federal, state, and local | $ 12,656 | $ 3,946 | $ 504 |
Foreign | 47,439 | 47,532 | 21,404 |
Total current | 60,095 | 51,478 | 21,908 |
Deferred: | |||
U.S. federal, state, and local | (697,843) | (77,782) | (16,617) |
Foreign | (10,755) | 4,027 | 3,216 |
Total Deferred | (708,598) | (73,755) | (13,401) |
Total (benefit from) provision for income taxes | $ (648,503) | $ (22,277) | $ 8,507 |
INCOME TAXES - Schedule of Effe
INCOME TAXES - Schedule of Effective Income Tax Rate Based on Consolidated Statements of Operations Differs From U.S. Statutory Federal Income Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal statutory income tax rate | 21% | 21% | 21% |
Income tax benefit at U.S. federal statutory rate | $ (21,679) | $ (87,575) | $ (74,911) |
Partnership (income) loss not taxable/deductible for tax | (39,278) | 8,722 | 38,637 |
Tax impact of foreign operations | (13,678) | 4,215 | (33,891) |
Permanent differences | (17,284) | 8,845 | (2,597) |
Nondeductible meals and entertainment | 3,033 | 1,187 | 836 |
Equity method investments | (21,511) | (5,301) | 2,006 |
Capital Loss Carryforward | 3,649 | (137) | (5,554) |
Investment in partnership | 0 | 188 | 34,314 |
U.K. hybrid restriction | (2,192) | 6,216 | 28,016 |
Withholding tax | 17,503 | 24,508 | 21,415 |
Foreign tax credit, net of expiration | 3,384 | 1,556 | 33,914 |
Foreign tax deduction | (6,937) | (5,964) | |
Equity compensation | 27,197 | 59,716 | 1,267 |
Deferred impact of federal tax rate change | (775) | 10,684 | 3,098 |
Net operating loss adjustment | (40,200) | ||
Section 743(b)/734 adjustment | (51,170) | ||
Tax receivable agreement adjustment | 136,310 | 21,365 | |
Valuation allowance | (685,975) | (83,144) | (34,513) |
Unrecognized tax benefits | 8,518 | 6,605 | (203) |
U.S. state and local taxes at partnership level | 51,701 | 5,002 | (3,882) |
Other | 881 | 1,035 | 555 |
Total (benefit from) provision for income taxes | $ (648,503) | $ (22,277) | $ 8,507 |
INCOME TAXES - Summary of Princ
INCOME TAXES - Summary of Principal Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred tax assets: | ||
Allowance for doubtful accounts | $ 8,053 | $ 9,254 |
Compensation and severance | 41,212 | 38,298 |
Net operating loss, tax credits, and other tax carryforwards | 286,008 | 283,425 |
Property and equipment | 2,110 | 13,355 |
Intangible assets | 575,573 | 591,973 |
Other | 75,043 | 33,547 |
Total gross deferred tax assets | 987,999 | 969,852 |
Less valuation allowance | (171,676) | (858,933) |
Total deferred tax assets | 816,323 | 110,919 |
Deferred tax liabilities: | ||
Investments | (124,544) | (100,283) |
Loss contracts | (14,613) | (16,248) |
Other | (77,355) | (10,765) |
Total gross deferred tax liabilities | (216,512) | (127,296) |
Net deferred tax assets (liabilities) | $ 599,811 | $ (16,377) |
INCOME TAXES - Schedule of Aggr
INCOME TAXES - Schedule of Aggregate Changes to The Liability for Unrecognized Tax Benefits, Excluding Interest and Penalties (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Beginning Balance | $ 40,016 | $ 34,425 | $ 27,661 |
Acquisitions | 0 | 853 | 7,069 |
Gross increases | 11,892 | 16,623 | 7,723 |
Gross decreases | (1,189) | (11,087) | (8,092) |
Lapse of statute of limitations | (6,156) | (604) | (373) |
Translation Adjustments | (2,185) | (194) | 437 |
Ending Balance | $ 42,378 | $ 40,016 | $ 34,425 |
REVENUE - Summary Of Company's
REVENUE - Summary Of Company's Revenue Disaggregated By Primary Revenue (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 5,268,137 | $ 5,077,713 | $ 3,478,743 |
Owned Sports Properties [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 1,332,335 | 1,108,207 | 952,624 |
Events, Experiences & Rights [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 2,451,966 | 2,031,283 | 1,593,509 |
Representation [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 1,512,150 | 1,959,757 | 943,873 |
Eliminations [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | (28,314) | (21,534) | (11,263) |
Eliminations [Member] | Owned Sports Properties [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Eliminations [Member] | Events, Experiences & Rights [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Eliminations [Member] | Representation [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Media Rights [Member] | Reportable Subsegments [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 1,311,999 | 1,566,848 | 1,340,498 |
Media Rights [Member] | Reportable Subsegments [Member] | Owned Sports Properties [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 674,043 | 642,879 | 555,124 |
Media Rights [Member] | Reportable Subsegments [Member] | Events, Experiences & Rights [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 637,956 | 923,969 | 785,374 |
Media Rights [Member] | Reportable Subsegments [Member] | Representation [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Media Production, Distribution and Content [Member] | Reportable Subsegments [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 617,503 | 1,376,624 | 544,630 |
Media Production, Distribution and Content [Member] | Reportable Subsegments [Member] | Owned Sports Properties [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 6,113 | 5,700 | 5,956 |
Media Production, Distribution and Content [Member] | Reportable Subsegments [Member] | Events, Experiences & Rights [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 322,913 | 347,126 | 259,939 |
Media Production, Distribution and Content [Member] | Reportable Subsegments [Member] | Representation [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 288,477 | 1,023,798 | 278,735 |
Events and Performance [Member] | Reportable Subsegments [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 2,143,276 | 1,219,816 | 939,740 |
Events and Performance [Member] | Reportable Subsegments [Member] | Owned Sports Properties [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 652,179 | 459,628 | 391,544 |
Events and Performance [Member] | Reportable Subsegments [Member] | Events, Experiences & Rights [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 1,491,097 | 760,188 | 548,196 |
Events and Performance [Member] | Reportable Subsegments [Member] | Representation [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Talent Representation and Licensing [Member] | Reportable Subsegments [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 900,431 | 698,679 | 474,704 |
Talent Representation and Licensing [Member] | Reportable Subsegments [Member] | Owned Sports Properties [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Talent Representation and Licensing [Member] | Reportable Subsegments [Member] | Events, Experiences & Rights [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Talent Representation and Licensing [Member] | Reportable Subsegments [Member] | Representation [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 900,431 | 698,679 | 474,704 |
Marketing [Member] | Reportable Subsegments [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 323,242 | 237,280 | 190,434 |
Marketing [Member] | Reportable Subsegments [Member] | Owned Sports Properties [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Marketing [Member] | Reportable Subsegments [Member] | Events, Experiences & Rights [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Marketing [Member] | Reportable Subsegments [Member] | Representation [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 323,242 | $ 237,280 | $ 190,434 |
REVENUE - Additional Informatio
REVENUE - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 53.7 | $ 48.4 | $ 21.6 |
REVENUE - Summary Of Transactio
REVENUE - Summary Of Transaction Price Related To These Future Obligation (Detail) $ in Thousands | Dec. 31, 2022 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 5,240,805 |
2023 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | 1,805,472 |
2024 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | 1,359,995 |
2025 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | 1,173,223 |
2026 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | 249,386 |
2027 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | 178,624 |
Thereafter | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 474,105 |
REVENUE - Summary Of Company'_2
REVENUE - Summary Of Company's Contract Liabilities (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Contract with Customer, Liability [Abstract] | |
Beginning Balance | $ 651,760 |
Additions | 2,535,295 |
Deductions | (2,501,776) |
Acquisitions | 26,974 |
Held for Sale | (1,889) |
Foreign Exchange | 5,783 |
Ending Balance | 716,147 |
Beginning Balance | 62,155 |
Additions | 32,923 |
Deductions | (5,118) |
Acquisitions | 2,082 |
Held for Sale | 0 |
Foreign Exchange | (204) |
Ending Balance | $ 91,838 |
REVENUE - Summary Of Company'_3
REVENUE - Summary Of Company's Contract Liabilities (Parenthetical) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Disaggregation of Revenue [Line Items] | |
Contract with customer liability current deductions | $ (2,501,776) |
Contract with customer liability noncurrent deductions | $ (5,118) |
SEGMENT INFORMATION (Additional
SEGMENT INFORMATION (Additional Information) (Details) | 12 Months Ended |
Dec. 31, 2022 Segment | |
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract] | |
Number of reportable segments | 3 |
SEGMENT INFORMATION - Schedule
SEGMENT INFORMATION - Schedule of Revenue (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue, Major Customer [Line Items] | |||
Revenues | $ 5,268,137 | $ 5,077,713 | $ 3,478,743 |
Owned Sports Properties [Member] | |||
Revenue, Major Customer [Line Items] | |||
Revenues | 1,332,335 | 1,108,207 | 952,624 |
Events Experiences & Rights [Member] | |||
Revenue, Major Customer [Line Items] | |||
Revenues | 2,451,966 | 2,031,283 | 1,593,509 |
Representation [Member] | |||
Revenue, Major Customer [Line Items] | |||
Revenues | 1,512,150 | 1,959,757 | 943,873 |
Operating Segments [Member] | Owned Sports Properties [Member] | |||
Revenue, Major Customer [Line Items] | |||
Revenues | 1,332,335 | 1,108,207 | 952,624 |
Eliminations [Member] | |||
Revenue, Major Customer [Line Items] | |||
Revenues | $ (28,314) | $ (21,534) | $ (11,263) |
SEGMENT INFORMATION - Schedule
SEGMENT INFORMATION - Schedule of Reconciliation of Segment Profitability (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Depreciation and amortization | $ (266,775) | $ (282,883) | $ (310,883) |
Equity-based compensation expense | (210,163) | (532,467) | (91,271) |
Tax receivable agreement liability adjustment | (873,264) | (101,736) | 0 |
Loss before income taxes and equity losses of affiliates | (103,235) | (417,023) | (356,717) |
Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Adjusted EBITDA | 1,163,528 | 880,316 | 583,550 |
Equity losses (earnings) of affiliates | 5,038 | (3,402) | 8,963 |
Interest expense, net | (282,255) | (268,677) | (284,586) |
Depreciation and amortization | (266,775) | (282,883) | (310,883) |
Equity-based compensation expense | (210,163) | (532,467) | (91,271) |
Merger, acquisition and earn-out costs | (68,728) | (60,904) | (22,178) |
Certain legal costs | (16,051) | (5,451) | (12,520) |
Restructuring, severance and impairment | (13,258) | (8,490) | (271,868) |
Fair value adjustment - equity investments | 12,029 | 21,558 | (469) |
COVID-19 related costs | 0 | 0 | (13,695) |
Gain on sale of the restricted Endeavor Content business | 463,641 | 0 | 0 |
Tax receivable agreement liability adjustment | (873,264) | (101,736) | 0 |
Other | (16,977) | (54,887) | 58,240 |
Operating Segments [Member] | Owned Sports Properties [Member] | |||
Segment Reporting Information [Line Items] | |||
Adjusted EBITDA | 648,158 | 537,627 | 457,589 |
Operating Segments [Member] | Events, Experiences & Rights [Member] | |||
Segment Reporting Information [Line Items] | |||
Adjusted EBITDA | 342,644 | 215,578 | 59,224 |
Operating Segments [Member] | Representation [Member] | |||
Segment Reporting Information [Line Items] | |||
Adjusted EBITDA | 469,757 | 383,388 | 211,977 |
Operating Segments [Member] | Corporate [Member] | |||
Segment Reporting Information [Line Items] | |||
Adjusted EBITDA | $ (297,031) | $ (256,277) | $ (145,240) |
Segment Information - Schedul_2
Segment Information - Schedule of Revenue by Geographic Area (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | $ 5,268,137 | $ 5,077,713 | $ 3,478,743 |
United States [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | 3,995,297 | 3,692,000 | 2,407,088 |
UNITED KINGDOM | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | 1,044,227 | 1,247,312 | 966,836 |
Non-US [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | $ 228,613 | $ 138,401 | $ 104,819 |
Segment Information - Schedul_3
Segment Information - Schedule of Long lived assets by Geographic Area (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long lived Asset | $ 696,302 | $ 629,807 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long lived Asset | 607,586 | 558,401 |
United Kingdom [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long lived Asset | 70,182 | 55,848 |
Rest of World [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long lived Asset | $ 18,534 | $ 15,558 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | |||
Lease, Cost | $ 80.2 | $ 81.8 | $ 80.2 |
Maximum [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Lessee, Operating Lease, Remaining Lease Term | 21 years | ||
Minimum [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Lessee, Operating Lease, Remaining Lease Term | 1 year |
Leases - Summary of Company Ope
Leases - Summary of Company Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 86,614 | $ 78,984 |
Right-of-use assets obtained in exchange for operating lease obligations | $ 37,004 | $ 59,768 |
Weighted average remaining lease term (in years) | 6 years 2 months 12 days | 7 years 6 months |
Weighted average discount rate | 6.70% | 6.60% |
Leases - Summary of Undiscounte
Leases - Summary of Undiscounted Cash Flows For The Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2023 | $ 88,316 | |
2024 | 85,941 | |
2025 | 80,394 | |
2026 | 76,950 | |
2027 | 60,977 | |
Thereafter | 87,328 | |
Total future minimum lease payments | 479,906 | |
Less: imputed interest | (86,637) | |
Present value of future minimum lease payments | 393,269 | |
Less: Current portion of operating lease liabilities | (65,381) | $ (59,743) |
Long-term operating lease liabilities | $ 327,888 | $ 363,568 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES - Additional Information (Detail) € in Millions | 1 Months Ended | 3 Months Ended | 4 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 shares | Dec. 31, 2020 EUR (€) | Jul. 31, 2019 EUR (€) | May 31, 2019 EUR (€) | Dec. 31, 2022 EUR (€) | Mar. 31, 2015 Count | Dec. 31, 2022 EUR (€) | Jun. 30, 2016 | |
Minority interest ownership percentage | 34% | |||||||
Ten Clubs | ||||||||
Loss Contingency Damages Paid Value | € 284.9 | |||||||
One Further Club | ||||||||
Loss Contingency Damages Paid Value | € 326.9 | |||||||
Zuffa [Member] | ||||||||
New claims filed, number | Count | 5 | |||||||
UFC Fighters [Member] | ||||||||
New claims filed, number | Count | 11 | |||||||
Original Plaintiffs [Member] | Four Clubs | ||||||||
Loss Contingency Damages Paid Value | € 1,675 | |||||||
OpenBet [Member] | Common Class A [Member] | ||||||||
Number of shares issued to acquire entity | shares | 2,305,794 | |||||||
Breach of Competition Law [Member] | Italian Competition Authority [Member] | ||||||||
Loss contingency, loss in period | € 0.3 | |||||||
Breach of Competition Law [Member] | Lega Nazionale [Member] | ||||||||
Loss contingency, damages sought, value | € 1,750 | |||||||
Breach of Competition Law [Member] | Three Football Clubs [Member] | ||||||||
Loss contingency, damages sought, value | € 554.6 | |||||||
Breach of Competition Law [Member] | Four Additional Football Club [Member] | ||||||||
Loss contingency, damages sought, value | € 251.5 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - summary of the Companies annual commitments under certain guaranteed agreements (Details) - Purchase Or Guarantee Agreements [Member] $ in Thousands | Dec. 31, 2022 USD ($) |
Registration Payment Arrangement [Line Items] | |
Purchase Obligation, to be Paid, Year One | $ 789,435 |
Purchase Obligation, to be Paid, Year Two and Three | 884,842 |
Purchase Obligation, to be Paid, Year Four and Five | 750,065 |
Purchase Obligation, to be Paid, after Year Five | 548,808 |
Purchase Obligation, Total | $ 2,973,150 |
RELATED PARTY TRANSACTIONS - A
RELATED PARTY TRANSACTIONS - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | $ 45,341 | $ 24,487 | $ 11,233 |
Related party costs | $ 17,993 | 7,998 | 6,458 |
Percentage of realized tax benefits payable pursuant to an agreement | 15% | ||
Tax Receivable Agreement [Member] | |||
Percentage of realized tax benefits payable pursuant to an agreement | 85% | ||
Tax liability pursuant to an agreement | $ 1,011,700 | ||
Euroleague [Member] | |||
Due from related parties | 8,400 | 1,400 | |
Due to related parties | 1,000 | 1,400 | |
Raine Group | |||
Business Acquisition Transaction Costs | 26,300 | ||
Investment in Non Marketable Funds | 2,100 | ||
Management Services [Member] | Euroleague [Member] | |||
Revenue | 7,900 | 5,600 | (1,500) |
Production Services [Member] | Euroleague [Member] | |||
Revenue | 10,300 | 12,400 | 7,800 |
Gaming Rights [Member] | Euroleague [Member] | |||
Related party costs | 7,000 | $ 100 | $ 3,500 |
Related party transactions [Member] | Tax Receivable Agreement [Member] | |||
Tax liability pursuant to an agreement | $ 390,100 |
RELATED PARTY TRANSACTIONS - S
RELATED PARTY TRANSACTIONS - Schedule of Related Party Transactions (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Related Party Transaction [Line Items] | ||||
Other current assets | $ 293,206 | $ 204,697 | ||
Investments | [1] | 336,973 | 298,212 | |
Deferred revenue | 716,147 | 651,760 | ||
Other current liabilities | 157,773 | 105,053 | ||
Revenue | 45,341 | 24,487 | $ 11,233 | |
Direct operating costs | 17,993 | 7,998 | 6,458 | |
Selling, general and administrative expenses | 16,614 | 16,943 | 17,274 | |
Interest expense, net | 0 | 0 | 1,206 | |
Other (expense) income, net | (6,806) | 3,500 | $ 3,500 | |
Related party transactions [Member] | ||||
Related Party Transaction [Line Items] | ||||
Other current assets | 17,827 | 4,728 | ||
Investments | 2,146 | 0 | ||
Other assets | 0 | 322 | ||
Deferred revenue | 825 | 264 | ||
Other current liabilities | $ 3,801 | $ 2,431 | ||
[1] (2) As of December 31, 2021, the Company had $ 25.3 million of investments, which were classified within assets held for sale. |